Purchase of Sale Shares Sample Clauses

Purchase of Sale Shares. 2.1 Subject to the terms and conditions of this Agreement and fulfilment or waiver of the Conditions Precedent set out in Clause 4.1 below, the Sellers shall sell, transfer, convey, assign and deliver to the Purchaser and the Purchaser shall purchase, acquire and accept from the Sellers, relying on the several Representations and Warranties, covenants and undertakings of the Sellers, contained in this Agreement, the Sale Shares, free of all Encumbrances, and with all rights, title and interest in and to the Sale Shares without any restrictions whatsoever, at the price equal to the Purchase Price.
Sample 1
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Purchase of Sale Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, TGR shall sell to the Purchaser, and the Purchaser shall purchase from TGR, free and clear of any Encumbrances, the Sale Shares.
Sample 1
Purchase of Sale Shares. On the Closing Date, such Subscriber will purchase the Sale Shares as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.
Sample 1
Purchase of Sale Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Selling Shareholders shall sell to the Purchaser, and the Purchaser shall purchase from the Selling Shareholders, the Sale Shares, free and clear of any Encumbrances.
Sample 1
Purchase of Sale Shares. Subject to CISG’s satisfaction of all the conditions set forth in Section 5.1, Apollo, as legal and beneficial owner, shall sell and CISG, relying on the Warranties, shall purchase the Sale Shares on the Closing Date or such later date by mutual agreement between Apollo and CISG free from Encumbrances and with all rights now or hereafter becoming attached to the Sale Shares (including, the right to receive all dividends and distributions declared, made or paid on the Sale Shares or in respect of them on or after the date of this Agreement).
Sample 1
Purchase of Sale Shares. 2.1 Subject to the terms and conditions of this Agreement, on the Completion Date, each Seller shall sell and transfer, and the corresponding Buyer shall purchase and acquire from such Seller, in each case, in accordance with the terms of this Agreement, their Respective Sale Shares, free and clear from any and all Encumbrances, for the Respective Purchase Consideration, in the manner set forth below and the corresponding Buyer shall withhold Tax (if any) (in case of Seller 4, as per the Withholding Tax Report) from the Respective Purchase Consideration payable to such Seller: Seller Buyer Respective Sale Shares Respective Purchase Consideration (at INR 55 per Equity Share or in USD 0.67 per Equity Shares) SBFC Holdings Pte. Ltd Amansa Investments Ltd 13,636,364 USD 9,115,936.72 SBFC Holdings Pte. Ltd Malabar Select Fund 3,636,364 USD 2,430,916.64 SBFC Holdings Pte. Ltd Steadview Capital Mauritius Limited 8,181,818 USD 5,469,561.77 Arpwood Partners Investment Advisors LLP Steadview Capital Mauritius Limited 10,000,000 INR 550,000,000 Arpwood Partners Investment Advisors LLP Malabar India Fund Limited 6,909,091 INR 380,000,005 Arpwood Partners Investment Advisors LLP Malabar Midcap Fund 1,259,553 INR 69,275,415 Arpwood Capital Private Limited Dovetail Global Fund PCC - Paragon Partners Equity Fund 1,454,545 INR 79,999,975 Arpwood Capital Private Limited Xxxxxxxxx Xxxxxx 264,070 INR 14,523,850 Arpwood Capital Private Limited Paragon Partners Equity Fund 363,636 INR 19,999,980 Arpwood Capital Private Limited Malabar Midcap Fund 2,376,811 INR 130,724,605 Eight45 Services LLP Massachusetts Institute of Technology 13,636,363 INR 749,999,965 Eight45 Services LLP Xxxxxxxxx Xxxxxx 99,566 INR 5,476,130 Total 61,818,181 Immediately upon (i) consummation of the Share Sales, i.e., sale of 61,818,181 fully paid-up Equity Shares, on the Completion Date and (ii) the transactions under the Share Subscription Agreement, the Equity Share Capital on a Fully Diluted Basis, shall be as set forth in Part B (Share Capital Structure of the Company upon Completion of the Transaction) of Schedule 1 (Share Capital Structure of the Company).
Sample 1
Purchase of Sale Shares. The Purchaser is a sophisticated purchaser with respect to the acquisition of the Sale Shares and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the acquisition of the Sale Shares, and has independently and without reliance upon the Vendor made its own analysis and decision to enter into this Agreement. The Purchaser acknowledges that (a) the Vendor has not made any representation or warranty of any type regarding the Sale Shares save to the extent set out herein, (b)The Vendor has not made and does not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement, and (c) the Purchaser shall have no recourse against the Vendor related thereto except with respect to remedies expressly provided hereunder for breaches of the representation and warranties expressly set forth in this Agreement.
Sample 1
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Purchase of Sale Shares. Subject to the satisfaction by WSCP and HPC of all the conditions set forth in Section 5.1, Apollo, as the legal and beneficial owner, shall sell and each of WSCP and HPC, relying on the Warranties, shall purchase the Sale Shares in equal proportions on the Closing Date or such later date by mutual agreement between Apollo and each of WSCP and HPC free from Encumbrances and with all rights now or hereafter becoming attached to the Sale Shares (including, the right to receive all dividends and distributions declared, made or paid on the Sale Shares or in respect of them on or after the date of this Agreement).
Sample 1

Related to Purchase of Sale Shares

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Sale and Purchase of Stock 1.1 Subject to the terms, provisions and conditions set forth herein, Seller hereby sells and delivers to Purchaser, and Purchaser hereby purchases and receives from Seller, the Shares, in exchange for the purchase price set forth hereinafter. Purchaser hereby acknowledges receipt of one or more stock certificates representing the Shares, duly endorsed or accompanied by duly executed stock transfer form.

  • Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.

  • Purchase of Stock 2 Section 1.1

  • Acknowledgment Regarding Purchasers’ Purchase of Shares The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

  • Purchase of Units On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 20,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.80

  • Acknowledgment Regarding Investor’s Purchase of Shares The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Purchase of Shares from the Fund 3.1 The Distributor shall have the right to buy from the Fund on behalf of investors the Shares needed, but not more than the Shares needed (except for clerical errors in transmission) to fill unconditional orders for Shares placed with the Distributor by investors or registered and qualified securities dealers and other financial institutions (selected dealers).

  • Purchase of Firm Shares Based on the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters an aggregate of [●] the Firm Shares at a purchase price (net of discounts) of $[●] per Share. The Underwriters agree to purchase from the Company the Firm Shares in such amounts as set forth opposite their respective names on Schedule A attached hereto and made a part hereof.

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