Common use of Sale and Purchase of Shares Clause in Contracts

Sale and Purchase of Shares. 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 of the transactions contemplated by this Agreement (the “Closing”), Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser (or its designee) shall purchase and acquire from Seller, all right, title and interest in and to the Shares, free and clear of all Liens (the “Sale”).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Genesis Energy Lp), Stock Purchase Agreement (Tronox LTD)

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Sale and Purchase of Shares. 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 of the transactions contemplated by this Agreement (the “Closing”), Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser (or its designee) shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Shares, free and clear of all Liens (the “Share Sale”).

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Tronox LTD), Stock and Asset Purchase Agreement (FMC Corp)

Sale and Purchase of Shares. 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 of the transactions contemplated by this Agreement (the “Closing”), Seller shall sell, transfer, convey, assign and deliver deliver, or cause to be transferred, conveyed, assigned and delivered, to Purchaser, and Purchaser (or its designee) shall, and Parent shall cause Purchaser to, purchase and acquire from Seller, all right, title and interest in and to Seller the Shares, free and clear of all Liens Encumbrances, other than Encumbrances under applicable securities Laws (the “Sale”).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Nextera Energy Inc), Stock Purchase Agreement (Gulf Power Co)

Sale and Purchase of Shares. 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 of the transactions contemplated by this Agreement (the “Closing”), Seller shall sell, transfer, convey, assign and deliver deliver, or cause to be transferred, conveyed, assigned and delivered, to Purchaser, and Purchaser (or its designee) shall, and Parent shall cause Purchaser to, purchase and acquire from Seller, all right, title and interest in and to the Shares, free and clear of all Liens Encumbrances, other than Encumbrances under applicable securities Laws (the “Sale”).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Nextera Energy Inc), Stock Purchase Agreement (Gulf Power Co)

Sale and Purchase of Shares. 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 of the transactions contemplated by this Agreement (the “Closing”), Seller the Sellers shall sell, (and Parent shall cause the Sellers to) transfer, convey, assign and deliver to Purchaser, and Purchaser (or its designee) shall purchase and acquire from Sellerthe Sellers, the Shares and all of the Sellers’ and their applicable Subsidiaries’ right, title and interest in and to the Shares, free and clear of all Liens Transferred IP (the “Sale”).

Appears in 2 contracts

Samples: Purchase and Sale Agreement (HSI IP, Inc.), Purchase and Sale Agreement (Home Depot Inc)

Sale and Purchase of Shares. 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 of the transactions contemplated by this Agreement (the “Closing”), Seller shall sell, transfer, convey, assign and deliver deliver, or cause to be transferred, conveyed, assigned and delivered, to Purchaser, and Purchaser (or its designee) shall, and Parent shall cause Purchaser to, - 21 - purchase and acquire from Seller, all right, title and interest in and to the Shares, free and clear of all Liens Encumbrances, other than Encumbrances under applicable securities Laws (the “Sale”).. 2.2

Appears in 1 contract

Samples: Stock Purchase Agreement

Sale and Purchase of Shares. Upon Subject to the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, at the closing of the transactions contemplated by this Agreement referred to in Section 3 (the "Closing"), Seller shall sell, assign, transfer, convey, assign convey and deliver to PurchaserBuyer and Buyer shall purchase, acquire and Purchaser (or its designee) shall purchase and acquire accept from Seller, all right, title and interest in and to the Shares, free and clear of all Liens (the “Sale”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Om Group Inc)

Sale and Purchase of Shares. 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 of the transactions contemplated by this Agreement (the “Closing”), Parent shall, or shall cause the Seller shall Group to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser (or its designee) shall purchase and acquire from Sellerthe Seller Group, all of the Seller Group’s right, title and interest in and to the Shares, free and clear of all Liens Shares (the “Sale”).

Appears in 1 contract

Samples: Stock Purchase Agreement (CARRIER GLOBAL Corp)

Sale and Purchase of Shares. Upon (a) On the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”)Closing referred to in Section 2.01, Seller shall sell, transfer, convey, assign assign, transfer and deliver to PurchaserBuyer, and Purchaser (or its designee) Buyer shall purchase purchase, acquire and acquire from Selleraccept delivery of, all right, title and interest in and to the Shares, free and clear of any and all Liens liens, mortgages, adverse claims, charges, security interests, encumbrances or other restrictions or limitations whatsoever (the SaleLiens”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Empire Financial Holding Co)

Sale and Purchase of Shares. 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 of the transactions contemplated by this Agreement (the “Closing”), Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser (or its designee) shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Shares, free and clear of all Liens other than transfer restrictions imposed by applicable Law (the “Sale”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Abbott Laboratories)

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Sale and Purchase of Shares. 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 of the transactions contemplated by this Agreement (the “Closing”), Seller shall sell, transfer, convey, assign and deliver deliver, or cause to be transferred, conveyed, assigned and delivered, to Purchaser, and Purchaser (or its designee) shall shall, purchase and acquire from Seller, all right, title and interest in and to Seller the Shares, free and clear of all Liens Encumbrances, other than restrictions on transfer that may be imposed by applicable securities Laws (the “Sale”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Chesapeake Utilities Corp)

Sale and Purchase of Shares. Upon (a) On the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”)Closing referred to in Section 2.01 hereof, Seller shall sell, transfer, convey, assign assign, transfer and deliver to PurchaserBuyer, and Purchaser (or its designee) Buyer shall purchase purchase, acquire and acquire from Selleraccept delivery of, all right, title and interest in and to the Shares, free and clear of any and all Liens liens, mortgages, adverse claims, charges, security interests, encumbrances any and all other rights of third parties; or other restrictions or limitations whatsoever (the “Sale”collectively "Liens").

Appears in 1 contract

Samples: Stock Purchase Agreement (Xstream Beverage Group Inc)

Sale and Purchase of Shares. 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 of the transactions contemplated by this Agreement Transactions (the “Closing”), Seller Parent shall sellcause the Sellers to grant, transfer, convey, assign and deliver to Purchaser, and Purchaser (or its designee) shall purchase and acquire from Seller, the Sellers all of the Sellers’ right, title and interest in and to the Shares, in each case, free and clear of all Liens (the “Sale”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Carlisle Companies Inc)

Sale and Purchase of Shares. Upon (a) On the terms basis of the representations, warranties, covenants and agreements contained in, and subject to the satisfaction or waiver of the terms and conditions set forth in, and in accordance withof, this Agreement, at the closing of Closing, the transactions contemplated by this Agreement (the “Closing”), Seller Sellers shall sell, transfer, convey, assign assign, transfer and deliver to the Purchaser, and the Purchaser (or its designee) shall purchase purchase, acquire and acquire accept from Sellerthe Sellers, all right, title title, and interest in and to the Shares, free and clear of any and all Liens (together with the other transactions contemplated hereby, the “SaleTransaction”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Universal Technical Institute Inc)

Sale and Purchase of Shares. Upon (a) On the terms basis of the representations, warranties, covenants and agreements contained in, and subject to the satisfaction or waiver of the terms and conditions set forth in, and in accordance withof, this Agreement, at the closing of Closing, the transactions contemplated by this Agreement (the “Closing”), Seller shall sell, transfer, convey, assign assign, transfer and deliver to the Purchaser, and the Purchaser (or its designee) shall purchase purchase, acquire and acquire accept from the Seller, all right, title and interest in and to the Shares, free and clear of any and all Liens (together with the other transactions contemplated hereby, the “SaleTransaction”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Universal Technical Institute Inc)

Sale and Purchase of Shares. Upon Subject to the terms and subject to the satisfaction or waiver of the conditions set forth in, hereof and in accordance withreliance upon the representations, this Agreementwarranties, covenants and agreements contained herein, at the closing of the transactions contemplated by this Agreement (the "Closing"), Seller shall sell, assign, transfer, convey, assign convey and deliver to Purchaser, and Purchaser (or its designee) shall agrees to purchase and acquire from Seller, all of Seller's right, title and interest in and to the Shares, free and clear of all Liens (the “Sale”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Oro Spanish Broadcasting Inc)

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