Common use of Purchase and Sale Clause in Contracts

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 19 contracts

Samples: Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.), Stock Purchase Agreement (Bio Key International Inc), Stock Purchase Agreement (Ideanomics, Inc.)

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Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, Shares for the consideration specified in Section 2.02.

Appears in 9 contracts

Samples: Stock Purchase Agreement (Synalloy Corp), Stock Purchase Agreement (Sl Industries Inc), Stock Purchase Agreement (Patterson Companies, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 9 contracts

Samples: Share Purchase Agreement (Allied Motion Technologies Inc), Stock Purchase Agreement (AgEagle Aerial Systems Inc.), Stock Purchase Agreement (Control4 Corp)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 9 contracts

Samples: Membership Interest Purchase Agreement (Digital Brands Group, Inc.), Membership Interest Purchase Agreement (Denim LA, Inc.), Membership Interest Purchase Agreement (XLR Medical Corp.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Impact Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 4 contracts

Samples: Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Document Security Systems Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Houston Wire & Cable CO), Stock Purchase Agreement (AgEagle Aerial Systems Inc.), Stock Purchase Agreement (AgEagle Aerial Systems Inc.)

Purchase and Sale. Subject to the terms and conditions set forth hereinin this Agreement, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the SharesMembership Interests, on a cash-free basis, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Aaon, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, all of Sellers’ right, title, and interest in and to the SharesMembership Interests, free and clear of all EncumbrancesLiens, for the consideration specified in Section 2.02.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Fat Brands, Inc), Membership Interest Purchase Agreement (Fat Brands, Inc), Membership Interest Purchase Agreement (Fat Brands, Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Second Closing, the Seller shall sell to Buyer, and Buyer shall purchase from the Seller, directly or through one or more direct or indirect wholly-owned subsidiaries, all of the SharesSeller’s right, title, and interest in and to the Membership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Big Sky Productions, Inc.), Membership Interest Purchase Agreement (Chanticleer Holdings, Inc.), Membership Interest Purchase Agreement (Multimedia Platforms Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, Shares free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Voyager Oil & Gas, Inc.), Stock Purchase Agreement (EV Energy Partners, LP)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Vendors shall sell to BuyerPurchaser, and Buyer Purchaser shall purchase from SellerVendors, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.022.2.

Appears in 2 contracts

Samples: Share Purchase Agreement (Inpixon), Share Purchase Agreement (Inpixon)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the SharesMembership Interests, free and clear of all Encumbrancesany Encumbrance, for the consideration specified in Section 2.02.

Appears in 2 contracts

Samples: Securities Purchase Agreement (TILT Holdings Inc.), Securities Purchase Agreement

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the SharesInterests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Gse Systems Inc), Membership Interest Purchase Agreement (Gse Systems Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, (a) the SharesUnits and (b) the Acquired Assets, in each case free and clear of all Encumbrances other than Permitted Encumbrances, for the consideration specified in Section 2.02.

Appears in 2 contracts

Samples: Unit Purchase Agreement (Ennis, Inc.), Unit Purchase Agreement (Ennis, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, Equity Interests for the consideration specified in Section 2.02.

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, except those imposed by applicable securities laws, for the consideration specified in Section 2.02.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.022.2 below.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Cleanspark, Inc.), Purchase and Sale Agreement (Cleanspark, Inc.)

Purchase and Sale. (a) Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Digital Brands Group, Inc.), Membership Interest Purchase Agreement (Digital Brands Group, Inc.)

Purchase and Sale. (a) Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from SellerSellers, all of Sellers’ right, title, and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Digital Brands Group, Inc.), Membership Interest Purchase Agreement (Digital Brands Group, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the SharesInterest, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 2 contracts

Samples: Limited Liability Company Interest Purchase Agreement (HomeSmart Holdings, Inc.), Limited Liability Company Purchase Agreement (HomeSmart Holdings, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.022.02 (the “Acquisition”).

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all EncumbrancesEncumbrances other than under applicable state and federal securities laws and Encumbrances created by Buyer, for the consideration specified in Section 2.02.

Appears in 2 contracts

Samples: Stock Purchase Agreement (BurgerFi International, Inc.), Stock Purchase Agreement (BurgerFi International, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the Shares, free and clear of all Encumbrances, Shares for the consideration specified in Section 2.022.2.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Tredegar Corp), Share Purchase Agreement (Techne Corp /Mn/)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the SharesInterest, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Green Thumb Industries Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.022.2 below.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Acreage Holdings, Inc.), Stock Purchase Agreement (Planet 13 Holdings Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Prospect Global Resources Inc.), Membership Interest Purchase Agreement (Graymark Healthcare, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the Shares, free and clear of all Encumbrances, Shares for the consideration specified in Section 2.02.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Amc Entertainment Holdings, Inc.), Stock Purchase Agreement (AgEagle Aerial Systems Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to BuyerPurchaser, and Buyer Purchaser shall purchase from Seller, the Shares, free and clear of all Encumbrances, Shares for the consideration specified in Section 2.02.

Appears in 2 contracts

Samples: Mutual Release Agreement (DecisionPoint Systems, Inc.), Stock Purchase Agreement (Novatel Wireless Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell sell, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the SharesPurchased Interest, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.), Membership Interest Purchase Agreement

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the SharesPartnership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.022.02 (the “Acquisition”).

Appears in 2 contracts

Samples: Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.021.02.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Purchase Price, as such may be adjusted pursuant to Section 2.021.4 hereof.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Eventbrite, Inc.), Membership Interest Purchase Agreement (Pandora Media, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth hereinhereof, at the Closing, the Seller shall sell sell, assign, transfer and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase and acquire from the Seller, all right, title and interest in and to the SharesInterests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Montrose Environmental Group, Inc.), Membership Interest Purchase Agreement (Montrose Environmental Group, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to BuyerPurchaser, and Buyer Purchaser shall purchase from Seller, all of Seller’s rights, title, and interest in and to the SharesMembership Units, free and clear of all Encumbrances, for the consideration specified in Section 2.021.02.

Appears in 2 contracts

Samples: Membership Unit Purchase Agreement (Boston Beer Co Inc), Unit Purchase Agreement (Boston Beer Co Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.. Section 2.02

Appears in 2 contracts

Samples: Stock Purchase Agreement (Phunware, Inc.), Stock Purchase Agreement (Gatx Corp)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02this ARTICLE II.

Appears in 2 contracts

Samples: Stock Purchase Agreement (ERBA Diagnostics, Inc.), Stock Purchase Agreement (Escalon Medical Corp)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02. Such purchase will be on a cash-free, debt-free basis; accordingly, immediately prior to the Closing Seller shall cause the Company to distribute to Seller all of the Company’s cash.

Appears in 1 contract

Samples: Employment Agreement (LIVE VENTURES Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, Units for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Unit Purchase Agreement (Blackbaud Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the Shares, free and clear of all Encumbrances, Membership Interests for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (CPG Newco LLC)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Receiver shall sell to Buyer, and Buyer shall purchase from SellerReceiver, the SharesPurchased Assets, free and clear of all Liabilities and Encumbrances, for the consideration specified in Section 2.022.2.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller the Sellers shall sell to BuyerPurchaser, and Buyer Purchaser shall purchase from Sellerthe Sellers, all right, title and interest in and to the SharesUnits, free and clear of all Encumbrances, in each case for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Local Bounti Corporation/De)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller the Sellers shall sell to the Buyer, and the Buyer shall purchase from Sellerthe Sellers, the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Limbach Holdings, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Amrep Corp.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, the Seller shall sell hereby sells the Shares to Buyer, and Buyer shall purchase hereby purchases the Shares from the Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intest Corp)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller (i) the Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, all of Sellers’ right, title and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, and (ii) in consideration for the sale of the Membership Interests, Buyer shall deliver or cause to be delivered, to Sellers the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Digirad Corp)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, the Seller shall sell to the Buyer, and the Buyer shall purchase from the Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Stock Purchase Agreement (Limbach Holdings, Inc.)

Purchase and Sale. (a) Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the Shares, free and clear of all Encumbrances, Shares for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Share Purchase Agreement (Callaway Golf Co)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the SharesStock, free and clear of all EncumbrancesLiens, for the consideration specified in Section 2.022.2.

Appears in 1 contract

Samples: Stock Purchase Agreement (SKYX Platforms Corp.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell to Buyer, and Buyer shall purchase from each Seller, the SharesSecurities, as set forth next to such Seller’s name on Exhibit A hereto, in each case, free and clear of any and all Encumbrances, for the consideration specified in Section 2.02.. Section 2.02

Appears in 1 contract

Samples: Securities Purchase Agreement (U.S. Concrete, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the Shares, free and clear of all Encumbrances, Units for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Cannapharmarx, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, all right, title and interest in and to the LRE Membership Interest for the consideration specified in Section 2.02Purchase Price.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Leidos, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section Article IISection 2.02.

Appears in 1 contract

Samples: Purchase and Sale Agreement of Stock (Diversified Resources Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller the Vendors shall sell to Buyerthe Purchaser, and Buyer the Purchaser shall purchase from Sellerthe Vendors, the Vendors' Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.022.2.

Appears in 1 contract

Samples: Share Purchase Agreement

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller the Vendors shall sell to Buyerthe Purchaser, and Buyer the Purchaser shall purchase from Sellerthe Vendors, the SharesVendors' Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: LLC Interest Purchase Agreement

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, other than Encumbrances under applicable securities laws and the Shareholders’ Agreement, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Share Purchase Agreement (W P Carey & Co LLC)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to BuyerPurchaser, and Buyer Purchaser shall purchase from Seller, the Shares, free and clear of all Encumbrances, Shares for the consideration specified in Section 2.021.2.

Appears in 1 contract

Samples: Stock Purchase Agreement (DropCar, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Shares, free and clear of all Encumbrances, LLC Interests for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Limited Liability Company Interest Purchase Agreement (Quanex Building Products CORP)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell to Buyer, and Buyer shall purchase from each Seller, the Sharesnumber of Shares set forth on Section 2.01 of the Disclosure Schedules, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Stock Purchase Agreement (Forward Industries Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Shareholders shall sell to Buyer, and Buyer shall purchase from SellerShareholders, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.022.02 (Purchase Price).

Appears in 1 contract

Samples: Stock Purchase Agreement (Par Technology Corp)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyerand convey, and Buyer shall purchase from Sellerpurchase, the SharesProperty, free and clear of all Encumbrancesencumbrances, for the consideration specified in Section 2.021.2.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Timberline Resources Corp)

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Purchase and Sale. (a) Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the SharesCompany Membership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02of $10 and for other good and valuable consideration.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (NewAge, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from Seller, the SharesSecurities, free and clear of all EncumbrancesEncumbrances (other than those restrictions imposed by applicable Laws), for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Securities Purchase Agreement (Accel Entertainment, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at on the ClosingClosing Date, Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02any Liens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Radio One Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Vendor shall sell to BuyerPurchaser, and Buyer Purchaser shall purchase from SellerVendor, the Purchased Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Share Purchase Agreement

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ufp Technologies Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller the Sellers shall sell the Shares to the Buyer, and the Buyer shall purchase the Shares from Seller, the Shares, free and clear of all Encumbrances, Sellers for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Multiparty Stock Purchase Agreement (Aqua Power Systems Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller the Vendors shall sell to Buyerthe Purchaser, and Buyer the Purchaser shall purchase from Sellerthe Vendors, the Shares, free and clear of all Encumbrances other than Permitted Encumbrances, for the consideration specified in Section 2.022.2.

Appears in 1 contract

Samples: Share Purchase Agreement (Long Blockchain Corp.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, Seller the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Stock Purchase Agreement (Addvantage Technologies Group Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of the SharesUnits, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Unit Purchase Agreement (Myers Industries Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall assign, transfer and sell to BuyerBuyer free and clear of Encumbrances other than transfer restrictions arising under applicable securities Laws, and Buyer shall purchase from SellerSellers, the Shares, free and clear of all Encumbrances, Interests for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Equity Purchase Agreement (Nuverra Environmental Solutions, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller each of the Vendors shall sell to Buyerthe Purchaser, and Buyer the Purchaser shall purchase from Sellereach of the Vendors, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.022.2 (the "Purchase Price").

Appears in 1 contract

Samples: Share Purchase Agreement (Adastra Holdings Ltd.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller the Vendor shall sell and transfer to Buyerthe Purchaser, and Buyer the Purchaser shall purchase and accept transfer from Sellerthe Vendor, the Vendor Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.022.2.

Appears in 1 contract

Samples: Share Purchase Agreement

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Shares, Interests free and clear of all Encumbrances, Encumbrances (other than any Encumbrances arising as a result of the transactions contemplated by this Agreement or under any applicable securities laws) and Buyer shall purchase the Interests for $[____________] (the consideration specified in Section 2.02.“Purchase Price”).3

Appears in 1 contract

Samples: Contribution Agreement (PBF Holding Co LLC)

Purchase and Sale. Purchase and Sale . Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Purchase Agreement (Fuse Medical, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, all of the Shares, free and clear of all Encumbrances, Shares for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Stock Purchase Agreement (Balchem Corp)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Closing (as defined herein) Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of the SharesMembership Interest, free and clear of all Encumbrancesany mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”), for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Fortem Resources Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at At the Closing, Seller Vendor shall sell to BuyerPurchaser, and Buyer Purchaser shall purchase from SellerVendor, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Share Purchase Agreement

Purchase and Sale. Subject to the terms and conditions set forth herein, at the ClosingClosing (as defined in Section 2), Seller the Sellers shall sell sell, transfer and assign to the Buyer, and the Buyer shall purchase from Seller, all of Seller's right, title and interest in and to the Shares, free and clear of all Encumbrances, . The purchase price for the consideration specified in Section 2.02Shares shall be the Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Globalscape Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the SharesLLC Interests, free and clear of all Encumbrances (other than Permitted Interest Encumbrances, ) for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Good Times Restaurants Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, Interests for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (CBD Energy LTD)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller each Equityholder shall sell to Buyer, and Buyer shall purchase from Sellereach Equityholder, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Stock Purchase Agreement (MedMen Enterprises, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth hereinin this Agreement, at the Closing, Seller shall will sell to Buyer, and Buyer shall will purchase from Seller, the Shares, free and clear of all Encumbrances, the Shares for the consideration specified in Section 2.021.2.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quiksilver Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, Securities free and clear of all EncumbrancesLiens, for the consideration specified in Section 2.022.2.

Appears in 1 contract

Samples: portal.asimplemodel.com

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the SharesGoodwill, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Goodwill Purchase Agreement (Troika Media Group, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title and interest in and to the SharesMembership Interests, free and clear of all Encumbrances other than Permitted Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Finjan Holdings, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the SharesLLC Interests, free and clear of all Encumbrances (other than Permitted Interest Encumbrances, ) for the consideration specified in Section 2.021.02.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Good Times Restaurants Inc.)

Purchase and Sale. Subject to Upon the terms and conditions hereinafter set forth hereinforth, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, Property free and clear of all EncumbrancesLiens, for other than the consideration specified in Section 2.02Permitted Exceptions.

Appears in 1 contract

Samples: Purchase Agreement (Seattle Genetics Inc /Wa)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, all of Sellers' right, title, and interest in and to the Seller Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.022.03.

Appears in 1 contract

Samples: Stock Purchase Agreement (Denim LA, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller the Selling Parties shall sell to Buyer, and Buyer shall purchase from Sellerthe Selling Parties, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Stock Purchase Agreement (National Holdings Corp)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the SharesAcquired Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Kingsway Financial Services Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell sell, assign, transfer and deliver to Buyer, and Buyer shall purchase from Seller, the Shares, Shares free and clear of any Encumbrance other than Permitted Encumbrances and together with all Encumbrances, accrued rights and benefits attached thereto for the consideration specified in Section 2.022.02 and subject to adjustments pursuant to Section 2.04.

Appears in 1 contract

Samples: Stock Purchase Agreement (Qualigen Therapeutics, Inc.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to BuyerBuyers, and Buyer Buyers shall purchase from Seller, the Shares, free and clear of all Encumbrances, Membership Interests for the consideration specified in Section 2.022.2.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Finish Line Inc /In/)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell to Buyer, and Buyer shall purchase from such Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.021.3, the Equity owned by such Seller, free and clear of all Encumbrances (other than restrictions on transfer imposed under applicable securities Laws).

Appears in 1 contract

Samples: Stock Purchase Agreement (Sterling Construction Co Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, Equity for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Purchase Agreement (SharpLink Gaming Ltd.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, the Seller shall sell to the Buyer, and the Buyer shall purchase from the Seller, the Shares, free and clear of all Encumbrances, Purchased Shares for the consideration specified in Section 2.022.1.

Appears in 1 contract

Samples: Purchase Agreement (Smith & Wesson Holding Corp)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Shares, Interests free and clear of all Encumbrances, Encumbrances (other than any Encumbrances arising as a result of the transactions contemplated by this Agreement or under any applicable securities laws) and Buyer shall purchase the Interests for $[____________] (the consideration specified in Section 2.02.“Purchase Price”).[3]

Appears in 1 contract

Samples: Limited Liability Company Agreement (PBF Holding Co LLC)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller the Sellers shall sell to the Buyer, and the Buyer shall purchase from Sellerthe Sellers, the Shares, free and clear of all Encumbrances, for in exchange for, in respect of each Share, the consideration specified in Section 2.02Per Share Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Merge Healthcare Inc)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all the Sharesissued and outstanding Shares of the Company, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Stock Purchase Agreement (American International Holdings Corp.)

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, all of Sellers’ right, title and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Computer Programs & Systems Inc)

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