Purchase of the Purchased Shares. At the Closing, the Company shall issue to the Investor the Purchased Shares and the Warrant free and clear of any liens, encumbrances or any other third party rights. The Purchase Price shall be paid by the Investor in US dollars, by way of a bank wire to the Company's bank account, pursuant to wiring instructions to be given in writing by the Company prior to the Closing.
Purchase of the Purchased Shares. Subject to the terms and conditions set forth in this Agreement, the Purchaser agrees to purchase from the Vendor, and the Vendor agrees to sell, assign and transfer to the Purchaser, the Purchased Shares at Closing.
Purchase of the Purchased Shares. At the Share Closing (as defined below), the Trust shall assign, transfer and deliver to Buyer, and Buyer shall purchase from the Trust, the Purchased Shares, free and clear of all Liens.
Purchase of the Purchased Shares. On the terms and subject to the conditions set forth in this Agreement, the Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell to the Purchaser at the Closing (as defined below), the Purchased Shares, for the purchase price set forth opposite the Purchaser’s name in column (5) of Schedule I attached hereto (the “Purchase Price”).
Purchase of the Purchased Shares. Subject to and upon the terms and conditions of this Agreement, the Buyer shall purchase from the Sellers and the Sellers shall sell to the Buyer, all of the Sellers’ right, title and interest (including the goodwill of the Company associated therewith) in and to the number of shares of Stock of the Company as set forth on Schedule A attached hereto, which shares shall constitute in the aggregate fifty one percent (51%) of all the outstanding capital stock of the Company immediately prior to the Closing, on a fully diluted basis (collectively, the “Purchased Shares”), for the consideration specified in Section 1.02 below and in reliance on the parties’ other agreements and representations herein. A Seller’s “Pre-Closing Pro Rata Share” shall be calculated by dividing the number of shares of Stock of the Company held by each Seller immediately before the Closing, as set forth on Schedule A, by the total number of issued and outstanding shares of Stock of the Company immediately before the Closing. A Seller’s “Sold Pro-Rata Share” shall be calculated by dividing the number of shares of Purchased Shares sold by each Seller to the Buyer at the Closing, by the total number of Purchased Shares sold by all Sellers to the Buyer. A Seller’s “Post-Closing Pro Rata Share” shall be calculated by dividing the number of shares of Stock retained by each Seller, if any, immediately after the Closing, by the total number of shares of Stock retained by the Sellers immediately after the Closing.
Purchase of the Purchased Shares and the Purchased Interests. Subject to and upon the terms and conditions of this Agreement:
Purchase of the Purchased Shares. The Purchaser hereby subscribes for and agrees to purchase from Teck, and Teck hereby agrees to issue or cause to be issued to the Purchaser on the Closing Date, the Purchased Shares for aggregate consideration equal to the Purchase Price, on the terms and conditions set forth in this Agreement.
Purchase of the Purchased Shares. The Purchaser hereby agrees to purchase from the Vendor, and the Vendor hereby agrees to sell, transfer and assign to the Purchaser on the Closing Date and effective as of the Closing Time, the Purchased Shares free and clear of any Liens (other than Liens granted by the Purchaser) for an aggregate cash purchase price of: (a) U.S.$750 million, plus (b) the sum of all amounts contributed or invested by the Guarantor, directly or indirectly but without duplication, in excess of U.S.$5 million to or in the Corporation during the period between the date hereof and the Closing Date in connection with the maintenance of the covenants under the Retail Facilities at the end of each fiscal quarter, and less (c) the amount, if any, by which the Pro Forma Net Debt as of the date hereof is more than U.S.$250 million (such aggregate amount, the “Purchase Price”), all on the terms and conditions set forth in this Agreement.
Purchase of the Purchased Shares. In respect of the completion of the purchase of the Offered Shares by purchasers party to the Representation Letters only, all of the conditions to completion of the purchase of the Purchased Shares by the Underwriters shall have been satisfied or waived to allow for the completion of the purchase of the Purchased Shares to occur concurrently with the completion of the sale of the Offered Shares pursuant to this Agreement.
Purchase of the Purchased Shares. At the Closing (as hereinafter defined), each of the Sellers shall sell and transfer to the Purchaser its entire portion of the Purchased Shares, free and clear of any encumbrances or third parties' rights therein, at a price per Purchased Share of NIS161.5, constituting an aggregate purchase price of: (i) NIS510,885,062 payable to Trefoil, and (ii) NIS126,115,511 payable to FIMI (collectively the "Consideration"); provided, however, that in the event that certain managers of the Company exercise their tag-along rights prior to Closing, Sellers shall have the option to sell to the Purchaser these managers' shares as part of the Purchased Shares. For the avoidance of doubt, in no event shall the Purchaser be obligated to purchase more than the amount of the Purchased Shares. Sale and transfer of the Purchased Shares shall be against full and complete payment of the Consideration, by way of wire transfer in NIS to a bank account designated in writing for that purpose by each of the Sellers.
