Sale and Purchase of the Company Shares. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Company Shares in exchange for 43,103,448 shares of Purchaser Stock, representing the value $100 million divided by $2.32 (the "Share Consideration").
Sale and Purchase of the Company Shares. Subject to the terms and conditions of this Agreement, HNA agrees to sell, assign and transfer to Buyer, at the Closing, and Buyer agrees to purchase from HNA at the Closing, the Purchased Shares free and clear of any Liens (other than any (i) restrictions under applicable securities Laws or (ii) Liens created by this Agreement) and with all rights then attaching to them including the right to receive all distributions and dividends declared, paid or made in respect of the Purchased Shares after the date hereof, except for dividends made by the Company in the Ordinary Course with a record date preceding the Closing Date.
Sale and Purchase of the Company Shares. Upon the terms and subject to the conditions hereinafter set forth, at the Closing, Seller shall sell to Purchaser, and Parent shall cause Purchaser to purchase from Seller, the Company Shares, free and clear of all Liens and together with all rights now and hereafter attaching thereto.
Sale and Purchase of the Company Shares. Upon the terms and subject to the conditions set forth in this Agreement, the Company shall issue, sell and deliver 100 shares of newly issued common stock, par value $0.01 per share (the "Company Shares"), which shall constitute all of the then issued and outstanding shares of the Company's capital stock, to Buyer, and Buyer shall purchase and take delivery of the Company Shares from the Company, at the Closing.
Sale and Purchase of the Company Shares. Subject to the terms of this Agreement, Mr. Kxxx shall sell and MSB shall purchase the QML Shares and MMCL shares (collectively, the “Company Shares”) with effect from Completion free from Encumbrance together with all rights now or hereafter attaching thereto including all dividends and distributions or any return of capital declared, made or paid on or after Completion.
Sale and Purchase of the Company Shares. 2.1.1 Upon the terms and subject to the conditions of this Agreement, Sellers undertake to sell and transfer to the Purchaser, and the Purchaser hereby undertakes to purchase and acquire from the Sellers, effective as of the Closing Date and upon the consummation of the Closing, the Company Shares, free and clear from any Encumbrance, in consideration of the Purchase Price set forth in this Agreement. By executing this Agreement each Seller irrevocably and unconditionally waives its pre-emption rights over the portion of the Company Shares owned by the other Sellers and gives its consent to the transfer of the Company Shares to the Purchaser at the terms and conditions set forth herein and undertakes to cause the Board of Directors of the Company to approve the transfer pursuant to section 10 of the By-laws, if applicable.
Sale and Purchase of the Company Shares. On the terms and subject to conditions of this Agreement, at the Closing (defined below), the Shareholder shall sell, transfer, assign, convey and deliver to Micropower, free and clear of all adverse claims, security interests, liens, claims and encumbrances, and Micropower shall purchase the Company Shares from the Shareholder, such purchase and sale being herein sometimes referred to as the "Purchase." Pursuant to the Purchase, Micropower shall receive good and merchantable title to the Company Shares. At the Closing the Shareholder shall deliver, or caused to be delivered, to Micropower fully executed stock powers, stock certificates and other documents or instruments of assignment, transfer and conveyance, as are necessary in the opinion of, and satisfactory in form to, counsel for Micropower to transfer all of the Company Shares to Micropower. It is intended among the parties to this Agreement that the Purchase shall constitute a tax-free reorganization within the meaning of Sections 351 and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended ("Code").
Sale and Purchase of the Company Shares. At the Closing: (i) Sellers will sell, assign, convey and transfer to Buyer all of the Shares, and will deliver to Buyer the stock certificates representing all the Shares, with duly executed stock powers reasonably satisfactory to Buyer, in proper form for transfer, free and clear of all Liens and (ii) Buyer will pay and deliver the Purchase Price with respect to the Shares in the manner and as set forth in Section 2.2 below.
Sale and Purchase of the Company Shares. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 1.2), (i) Resco shall sell, and the Purchaser shall purchase, the WWTI Shares, and (ii) WMHI shall sell, and the Purchaser shall purchase, the RPI Shares, for an aggregate purchase price of $146,100,000 plus the Marsxxxx Xxxe Costs (the "INITIAL PURCHASE PRICE"), in each case payable as set forth below in Section 1.2 and subject to adjustment as provided in Section 1.2(b) and Section 1.3.
Sale and Purchase of the Company Shares. Subject to the terms and conditions hereinafter set forth and on the basis of and in reliance upon the representations, warranties, obligations and agreements set forth herein, at the Closing the Seller shall sell to the Buyer and the Buyer shall purchase from the Seller all 1,000 of the Company Shares owned by the Seller in exchange for (i) 8,000 shares of the Buyer's Series B Convertible Preferred stock, $.0001 par value per share (the "Valesc Stock") and (ii) $15,000.
