Sale and Purchase of Company Interests Sample Clauses

Sale and Purchase of Company Interests. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller, for good and valuable consideration, hereby sells, assigns, transfers, conveys, and delivers to the Purchaser, and the Purchaser hereby purchases and acquires from the Seller, all right, title, and interest in and to the Company Interests, free and clear of all Encumbrances (other than Encumbrances on transfer imposed under applicable securities Law).
Sample 1
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Sale and Purchase of Company Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall cause the Foreign Seller to sell, assign, transfer, convey and deliver to the Purchaser (or an Affiliate of the Purchaser designated by the Purchaser), and the Purchaser (or such designated Affiliate of the Purchaser) shall purchase from the Foreign Seller, all right, title and interest in and to the Company Interests, free and clear of all Encumbrances, other than Permitted Encumbrances, which transfer shall be evidenced by the Company Interests Transfer Agreement.
Sample 1
Sale and Purchase of Company Interests. Except as otherwise agreed in writing between Sellers and Buyer, upon the terms and subject to the conditions hereof, at the Closing, Sellers shall sell, assign, transfer and deliver to Buyer, and Buyer shall purchase from Sellers, the Company Interests (other than the Contributed Interests) free and clear of all Liens (other than restrictions on transfer under applicable securities Laws) in exchange for consideration in the aggregate amount of Five Million Seven Hundred Dollars ($5,700,000) (the “Base Purchase Price”), which shall be adjusted and payable as set forth in Section 1.4(c)(i), and subject to further adjustment pursuant to Section 1.5.
Sample 1
Sale and Purchase of Company Interests. On and subject to the terms and conditions of this Agreement, effective as of the Closing Date, Buyer shall purchase from Seller, and Seller shall sell to Buyer, the Company Interests for the consideration specified in Section 1.2 and upon the terms and conditions set forth in this Agreement.
Sample 1
Sale and Purchase of Company Interests. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Company Interests, free and clear of all Liens, other than those arising under applicable securities Laws. At the Closing, Parent and Seller shall deliver to Buyer an instrument of transfer in respect of the sale of the Company Interests to Buyer in accordance with this Agreement, duly executed by Seller.
Sample 1
Sale and Purchase of Company Interests. At the Closing (as defined in Section 1.3) the Selling Shareholders shall sell, assign, transfer and deliver the Company Interests to Purchaser, and Purchaser shall purchase the Company Interests from the Selling Shareholders, on the terms and subject to the conditions set forth in this Agreement.
Sample 1
Sale and Purchase of Company Interests. For the consideration specified in Section 1.2, the Buyer hereby purchases from the Seller, and the Seller hereby sells and delivers to the Buyer, the Company Interests at the Closing, in each case, free and clear of any Encumbrance.
Sample 1
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Related to Sale and Purchase of Company Interests

  • SALE AND PURCHASE OF NOTES Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • 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 On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice.

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