Sale and Purchase of Transferred Interests Sample Clauses

Sale and Purchase of Transferred Interests. (a) To the extent that all the Excluded LandPro Projects have satisfied the LandPro Takeover Conditions on or before the date that the Parties have satisfied the other conditions to a Closing as set forth in this Article II, the Parties agree that at a Closing provided for in Section 2.3, upon the terms and subject to the conditions of this Agreement, (i) CD AIV Inc. shall sell, transfer, assign, convey and deliver to HoldCo GP, and HoldCo GP shall purchase from CD AIV Inc., all of the outstanding equity interests in the AIVs, free and clear of all Liens, (ii) CD US Solar shall sell, transfer, assign, convey and deliver to Holdco LLC, and HoldCo LLC shall purchase from CD US Solar, all of CD US Solar’s outstanding equity interests in the AIVs, free and clear of all Liens, and (iii) each of CD US A, CD US A-1 and CD US A-2 shall sell, transfer, assign, convey and deliver to HoldCo Inc., and HoldCo Inc. shall purchase from CD US A, CD US A-1 and CD US A-2, all of CD US A’s, CD US A-1’s and CD US A-2’s respective outstanding equity interests in the Holdcos, in each case free and clear of all Liens (such a Closing, the “Full Closing”).
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Sale and Purchase of Transferred Interests. Upon the terms and subject to the conditions set forth in this Agreement, LEAF III hereby irrevocably sells, assigns, transfers and delivers to LEAF 4, and LEAF 4 hereby purchases, all of LEAF III’s right, title and interest in and to the Transferred Interests, free and clear of all liens, encumbrances, security interests, pledges, options, claims and rights of others of any nature whatsoever. As of the date hereof, LEAF III and LEAF 4 estimate that the Transferred Interests equal 46%. As promptly as practicable, but no later than thirty (30) days from the date hereof, LEAF III shall deliver to LEAF 4 sufficient financial information to determine the exact amount of the Transferred Interests and thereafter Exhibit A to LLC’s limited liability company agreement shall be modified accordingly.
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Sale and Purchase of Transferred Interests. Pursuant to the Assignment and Assumption Agreement: (a) each Seller shall sell, assign, convey, transfer and deliver to Buyer on the Closing Date, and Buyer shall purchase and acquire on the Closing Date, such Seller’s right, title and interest in and to the Guarantees and the Transferred Interests, free and clear of all Encumbrances, except for the obligations imposed by the LLC Agreement and the Purchase Agreements and Encumbrances created by or in favor of Buyer or its Affiliates and (b) each Seller shall assign to Buyer, and Buyer shall assume, certain rights and obligations of Seller in, to and under such Seller’s Purchase Agreements and the LLC Agreement. The Parties acknowledge and agree that Section 5.5 of the LLC Agreement will apply to the Transfer using the interim closing of the books method to the extent permitted by Section 706 of the Code.
Sample 1
Sale and Purchase of Transferred Interests. Subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller, as of the Closing, 2,000,000 units (which, as of the Effective Date, amount to approximately 11.43% of the equity interests of Company (the “Transferred Interests”), at a price of $2.00 per unit, for an aggregate purchase price of four million dollars ($4,000,000) (the “Purchase Price”). Assuming the transactions contemplated by the Investment Agreement are consummated, the Transferred Interests amounts to approximately 8.88% of the total equity interests of the Company as of the Investment Closing (defined below) on a fully diluted basis.
Sample 1
Sale and Purchase of Transferred Interests. Upon the terms and subject to the conditions set forth in this Agreement, Home Revolution hereby irrevocably sells, conveys, assigns, transfers and delivers to Buyer, and Buyer hereby purchases and acquires, Home Revolution’s right, title and interest in and to the Transferred Interests, free and clear of all liens, encumbrances, security interests, pledges, options, claims and rights of others of any nature whatsoever.
Sample 1
Sale and Purchase of Transferred Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), (a) each Equity Seller shall transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase and acquire from the Equity Sellers, all of the Equity Sellers’ right, title and interest in and to the Transferred Equity Interests, free and clear of all Liens, and (b) the Asset Seller shall transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase and acquire from the Asset Seller, all of the Asset Seller’s right, title and interest in and to the Transferred Assets free and clear of all Liens other than Permitted Liens (collectively, the “Sale”); provided that, the Excluded Assets and the Excluded Liabilities shall not be included in, or be a part of, the Sale regardless as to whether such Excluded Assets are the assets of a Transferred Entity or such Excluded Liabilities are Liabilities of a Transferred Entity.
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Sale and Purchase of Transferred Interests. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby irrevocably sells, assigns, transfers and delivers to Buyer, and Buyer hereby purchases, all of Seller’s right, title and interest in and to the Transferred Interests, free and clear of all liens, encumbrances, security interests, pledges, options, claims and rights of others of any nature whatsoever.
Sample 1
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Sale and Purchase of Transferred Interests. Upon the terms and subject to the conditions set forth in this Agreement, LFC hereby irrevocably sells, assigns, transfers and delivers to LEAF JV2, and LEAF JV2 hereby purchases, all of LFC’s right, title and interest in and to the Transferred Interests, free and clear of all liens, encumbrances, security interests, pledges, options, claims and rights of others of any nature whatsoever.
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Sale and Purchase of Transferred Interests 
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Related to Sale and Purchase of Transferred Interests

  • Sale and Purchase of Equity Interest 1.1 授予权利 Option Granted 鉴于甲方向乙方支付了人民币10元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地授予甲方在中国法律允许的前提下，按照甲方自行决定的行使步骤，并按照本合同第1.3条所述的价格，随时一次或多次从乙方购买或指定一人或多人（“被指定人”）从乙方购买其现在和将来所持有的丙方的全部和/或部分股权（无论乙方出资额或持股比例将来是否发生变化）的一项不可撤销的专有权（“股权购买权”）。除甲方和被指定人外，任何第三人均不得享有乙方股权的购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或任何其他经济组织。 In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the equity interests in Party C now or then held by Party B (regardless whether Party B’s capital contribution and/or percentage of shareholding is changed or not in the future) once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or any other type of economic entity.

  • 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.

  • Sale and Purchase of Assets Subject to and upon the terms and conditions contained herein, at the Closing (as hereinafter defined), Seller shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all liens, claims and encumbrances, and Purchaser shall purchase, accept and acquire from Seller, the following:

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Seller, free and clear of all Liens, all right, title and interest of the Seller in and to all of its properties, assets, Contracts and rights, of every kind and description and wherever located, related to, used in or intended for use in connection with the Business as currently conducted or currently contemplated to be conducted, other than the Excluded Assets (as defined below) (collectively, the “Purchased Assets”), including without limitation the following:

  • Conveyance of Transferred Assets In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Certificate on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Transferred Assets, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • 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.

  • Closing of Transfer Books At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made.

  • 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.

  • Closing of Transfer Records After the close of business on the Closing Date, transfers of Target Shares outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation.

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