SALE AND PURCHASE OF THE SALE SHARES Clause Samples
The 'Sale and Purchase of the Sale Shares' clause defines the agreement between parties for the transfer of ownership of specific shares from the seller to the buyer. It typically outlines the number and class of shares being sold, identifies the parties involved, and may specify the timing and conditions of the transfer. This clause serves to clearly establish the fundamental transaction at the heart of a share sale agreement, ensuring both parties understand what is being bought and sold and under what terms, thereby reducing the risk of disputes over the subject matter of the contract.
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SALE AND PURCHASE OF THE SALE SHARES. 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendor shall sell as beneficial owner and the Purchaser shall purchase the Sale Shares with effect from Completion free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof on or after the date of Completion.
SALE AND PURCHASE OF THE SALE SHARES. (a) Subject to the terms and conditions set forth in this Agreement, the Seller shall sell, and HMTL shall purchase the Sale Shares, together with all rights attaching to them.
(b) The consideration for the sale and purchase of the Sale Shares shall be the issue and allotment by HMTL of the HMTL Shares to the Seller. The HMTL Shares shall be issued free of any lien, charge, pledge, option voting arrangement or any other encumbrance, priority or security interest of any nature whatsoever and shall rank pari passu in all respects with the other shares of HMTL on issue as at the Completion Date.
SALE AND PURCHASE OF THE SALE SHARES. 2.1 Upon the terms and subject to the conditions set forth in this Agreement and in consideration of the payment of the Purchase Consideration, the Sellers hereby agree and undertake to sell and the Purchaser agrees and undertakes to purchase from the Sellers, on the Completion Date, good and valid title to the Sale Shares, free and clear of all Encumbrances. The Parties hereby agree that if, at the time of Completion, the number of resulting shareholders (including the Purchaser) in the Company is less than the minimum number of shareholders required under the (Indian) Companies Act, 2013, the Purchaser shall have the right to designate its Affiliates (or any individual person who is either an employee or officer or director of the Purchaser or any of its Affiliates and details of such individual have been provided in writing to the Sellers) to purchase 1 (one) Sale Share in order to satisfy such requirement and Completion shall proceed accordingly, provided that where such designee is an Affiliate (and not an individual person as aforementioned) such Affiliate agrees in writing to be bound by all of the terms, conditions and provisions contained in this Agreement.
2.2 The Sale Shares shall represent at least 51% of the issued share capital of the Company on a Fully Diluted Basis (taking into account the IIF Conversion). As determined in accordance with Clause 2.4, the aggregate consideration (the “Purchase Consideration”) payable by the Purchaser for the Sale Shares shall be an amount equal to:
(a) a fraction (x) the numerator of which is the aggregate number of Sale Shares, and (y) the denominator of which is the total number of Equity Shares; multiplied by
(b) an amount equal to INR 143,064,562,824.00 (Rupees Fourteen Thousand Three Hundred Six Crores Forty Five Lakhs Sixty Two Thousand Eight Hundred Twenty Four only);
(c) less the extent to which the Completion Working Capital is less than the Base Working Capital, provided that this sub-clause (c) shall not be applicable if the difference between the Completion Working Capital and the Base Working Capital does not exceed 20% (twenty percent) of the Base Working Capital;
2.3 The date on which the sale of the Sale Shares to the Purchaser and on which all actions and events provided in Clause 4.2 are completed (hereinafter referred to as “Completion”) shall hereinafter be referred to as the “Completion Date”.
SALE AND PURCHASE OF THE SALE SHARES. Subject to and in accordance with the terms of this Agreement, the Vendor shall sell and transfer, and the Purchaser shall purchase the Sale Shares free from all Encumbrances and together with all rights attaching or accruing to them at Completion, including the right to receive all distributions and dividends as declared, paid or made in respect of the Sale Shares on or after Completion.
SALE AND PURCHASE OF THE SALE SHARES. 2.1 The Seller hereby agrees to sell the Sale Shares it beneficially owns to the Purchasers, and the Purchasers hereby agree to, jointly and severally, purchase such Sale Shares from the Seller, upon the terms and subject to the conditions set forth in this Agreement.
2.2 The sale and purchase of the Sale Shares pursuant to this Agreement constitute a private, off- market transaction between the Seller and the Purchasers and are not made on or through the Stock Exchange or with, through or involving any participant of the Stock Exchange.
SALE AND PURCHASE OF THE SALE SHARES. Subject to the terms and conditions contained in this Agreement, the Vendors shall as the legal and beneficial owners sell, and the Purchaser shall, in reliance on the Warranties, purchase the Sale Shares free from all Encumbrances and together with all rights attaching thereto as at the Completion Date.
SALE AND PURCHASE OF THE SALE SHARES. Upon the terms and subject to the conditions of this Agreement, the Seller hereby sells and transfers the Sale Shares to and in favor of the Purchaser, who hereby purchases and acquires the Sale Shares together with all rights now and hereafter attaching or accruing thereto (including all dividends declared to paid in respect thereof), forthwith upon execution of this Agreement. The Purchase Price for the Sale Shares shall be US$11.30 per share, for a total consideration of US$1,511,092.50, payable to the Seller not later than December 10, 2016, in accordance with instructions to be timely provided to the Purchaser by the Seller. Simultaneous with the execution of this Agreement, the Seller shall deliver to the Purchaser (or its designate) an original instrument of transfer, duly executed by the Seller as transferor thereof, and such original share certificate or certificates representing the Sale Shares (collectively the “Transfer Documents”) in aid of facilitating the transfer and registration of the Sale Shares to and in the name of the Purchaser forthwith after the execution of this Agreement.
SALE AND PURCHASE OF THE SALE SHARES. 2.1 The Seller shall with full title guarantee sell and the Purchaser shall purchase the Sale Shares together with all rights attaching to them.
2.2 The Sale Shares shall be sold free from all liens, charges, equities and encumbrances and other rights exercisable by third parties or Affiliates of the Seller.
SALE AND PURCHASE OF THE SALE SHARES. 2.1 The Seller, on the terms and subject to the conditions contained in this Agreement and relying on the Purchaser’s Representations, hereby sells and agrees to transfer to the Purchaser and the Purchaser, on the terms and subject to the conditions contained in this Agreement and relying on the Seller’s Representations, hereby purchases and agrees to acquire the ownership of the Sale Shares from the Seller, in each case free and clear of any and all Encumbrances and including all rights pertaining to the Sale Shares.
2.2 The Parties agree that the Seller shall transfer the Sale Shares to the Purchaser on the Completion Date in accordance with Paragraph 4.1.
SALE AND PURCHASE OF THE SALE SHARES. 2.1. Subject to the terms and conditions contained herein and relying upon the representations, warranties of the Purchaser, at Completion, the Seller agrees to sell and transfer the Sale Shares to the Purchaser along with all legal and beneficial interest, rights and title therein, free and clear of all Encumbrances with effect from the Completion Date; and the Purchaser, subject to the terms and conditions of this Agreement and relying upon the representations, warranties, covenants and indemnities of the Seller, as provided in this Agreement agrees to purchase and acquire the Sale Shares, on the Completion Date. The price per Equity Share for the sale of the Sale Shares shall be INR 333.33 (Indian Rupees three hundred and thirty three and paise thirty three only) (“Price”). The aggregate consideration for the sale of the Sale Shares payable to the Seller by the Purchaser in the manner set out in this Agreement shall be INR 9,00,00,099.99 (Indian Rupees nine crore and ninety nine and paise ninety nine only) (“Sale Consideration”) which shall be subject to applicable Tax deductions, if any (“Transaction”).
2.2. Upon the consummation of the Transaction as contemplated herein, the Seller shall deliver full legal and beneficial ownership of the Sale Shares, free and clear of all Encumbrances, to the Purchaser, along with any and all rights, title and benefits relating thereto and arising therefrom.