Common use of Purchase and Sale; Purchase Price Clause in Contracts

Purchase and Sale; Purchase Price. Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell the Shares, together with all dividends, distributions and rights attaching to the Shares on and after the Offer Announcement Date (as defined below), free of all liens, charges and other encumbrances and third party rights whatsoever, to the Purchaser for a purchase price (the “Purchase Price”) consisting of the following combination of cash and securities: (i) SEK 1.191 per Company share and SEK 52,011,983 for all Shares purchased pursuant to this Agreement (the “Initial Cash Component”), (ii) up to SEK 0.540 per Company share and SEK 23,596,107 for all Shares purchased pursuant to this Agreement, subject to and conditional upon the contingencies identified in Appendix 1 (the “Contingent Cash Component”) and (iii) 0.01298 shares of common stock of the Purchaser per Company share and 566,756 shares of such common stock for all Shares purchased pursuant to this Agreement (the “Common Stock Component”, and such shares the “Consideration Shares”).

Appears in 1 contract

Samples: Conditional Share Purchase Agreement (CareDx, Inc.)

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Purchase and Sale; Purchase Price. Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell the Shares, together with all dividends, distributions and rights attaching to the Shares on and after the Offer Announcement Date (as defined below), free of all liens, charges and other encumbrances and third party rights whatsoever, to the Purchaser for a purchase price (the “Purchase Price”) consisting of the following combination of cash and securities: (i) SEK 1.191 per Company share and SEK 52,011,983 13,306,696 for all Shares purchased pursuant to this Agreement (the “Initial Cash Component”), (ii) up to SEK 0.540 per Company share and SEK 23,596,107 6,036,805 for all Shares purchased pursuant to this Agreement, subject to and conditional upon the contingencies identified in Appendix 1 (the “Contingent Cash Component”) and (iii) 0.01298 shares of common stock of the Purchaser per Company share and 566,756 144,998 shares of such common stock for all Shares purchased pursuant to this Agreement (the “Common Stock Component”, and such shares the “Consideration Shares”).. Conditional Purchase Agreement Xenella Holding AB

Appears in 1 contract

Samples: Conditional Share Purchase Agreement (CareDx, Inc.)

Purchase and Sale; Purchase Price. Section 1.1 of the Agreement is hereby replaced in its entirety with the following: “Subject to the terms and conditions of this the Agreement, the Seller hereby agrees to sell the Shares, together with all dividends, distributions and rights attaching to the Shares on and after the Offer Announcement Date (as defined below)Date, free of all liens, charges and other encumbrances and third party rights whatsoever, to the Purchaser for a purchase price (the “Purchase Price”) consisting of the following combination of cash and securities: (i) SEK 1.191 per Company share and share, which is equal to SEK 52,011,983 13,306,696 for all Shares purchased pursuant to this Agreement (the “Initial Cash Component”), (ii) up to SEK 0.540 per Company share and share, which is equal to SEK 23,596,107 6,036,805 for all Shares purchased pursuant to this Agreementpurchased, subject to and conditional upon the contingencies identified in Appendix 1 (the “Contingent Cash Component”) and (iii) 0.01298 0.01458 shares of common stock of the Purchaser per Company share and 566,756 share, which is equal to 162,928 shares of such common stock for all Shares purchased pursuant to this Agreement (the “Common Stock Component”, and such shares the “Consideration Shares”).

Appears in 1 contract

Samples: Conditional Share Purchase Agreement (CareDx, Inc.)

Purchase and Sale; Purchase Price. Section 1.1 of the Agreement is hereby replaced in its entirety with the following: “Subject to the terms and conditions of this the Agreement, the Seller hereby agrees to sell the Shares, together with all dividends, distributions and rights attaching to the Shares on and after the Offer Announcement Date (as defined below)Date, free of all liens, charges and other encumbrances and third party rights whatsoever, to the Purchaser for a purchase price (the “Purchase Price”) consisting of the following combination of cash and securities: (i) SEK 1.191 per Company share and share, which is equal to SEK 52,011,983 46,305,109 for all Shares purchased pursuant to this Agreement (the “Initial Cash Component”), (ii) up to SEK 0.540 per Company share and share, which is equal to SEK 23,596,107 21,007,088 for all Shares purchased pursuant to this Agreementpurchased, subject to and conditional upon the contingencies identified in Appendix 1 (the “Contingent Cash Component”) and (iii) 0.01298 0.01458 shares of common stock of the Purchaser per Company share and 566,756 share, which is equal to 566,962 shares of such common stock for all Shares purchased pursuant to this Agreement (the “Common Stock Component”, and such shares the “Consideration Shares”).

Appears in 1 contract

Samples: Conditional Share Purchase Agreement (CareDx, Inc.)

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Purchase and Sale; Purchase Price. Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell the Shares, together with all dividends, distributions and rights attaching to the Shares on and after the Offer Announcement Date (as defined below), free of all liens, charges and other encumbrances and third party rights whatsoever, to the Purchaser for a purchase price (the “Purchase Price”) consisting of the following combination of cash and securities: (i) SEK 1.191 per Company share and SEK 52,011,983 46,305,109 for all Shares purchased pursuant to this Agreement (the “Initial Cash Component”), (ii) up to SEK 0.540 per Company share and SEK 23,596,107 21,007,088 for all Shares purchased pursuant to this Agreement, subject to and conditional upon the contingencies identified in Appendix 1 (the “Contingent Cash Component”) and (iii) 0.01298 shares of common stock of the Purchaser per Company share and 566,756 504,571 shares of such common stock for all Shares purchased pursuant to this Agreement (the “Common Stock Component”, and such shares the “Consideration Shares”).

Appears in 1 contract

Samples: Conditional Share Purchase Agreement (CareDx, Inc.)

Purchase and Sale; Purchase Price. Section 1.1 of the Agreement is hereby replaced in its entirety with the following: “Subject to the terms and conditions of this the Agreement, the Seller hereby agrees to sell the Shares, together with all dividends, distributions and rights attaching to the Shares on and after the Offer Announcement Date (as defined below)Date, free of all liens, charges and other encumbrances and third party rights whatsoever, to the Purchaser for a purchase price (the “Purchase Price”) consisting of the following combination of cash and securities: (i) SEK 1.191 per Company share and share, which is equal to SEK 52,011,983 for all Shares purchased pursuant to this Agreement (the “Initial Cash Component”), (ii) up to SEK 0.540 per Company share and share, which is equal to SEK 23,596,107 for all Shares purchased pursuant to this Agreementpurchased, subject to and conditional upon the contingencies identified in Appendix 1 (the “Contingent Cash Component”) and (iii) 0.01298 0.01458 shares of common stock of the Purchaser per Company share and 566,756 share, which is equal to 636,838 shares of such common stock for all Shares purchased pursuant to this Agreement (the “Common Stock Component”, and such shares the “Consideration Shares”).

Appears in 1 contract

Samples: Conditional Share Purchase Agreement (CareDx, Inc.)

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