Sale and Transfer of Purchased Shares Sample Clauses

Sale and Transfer of Purchased Shares. (a) The Vendor hereby sells the Purchased Shares to the Purchaser and the Purchaser hereby purchases the Purchased Shares from the Vendor upon the terms and conditions of this Agreement.
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Sale and Transfer of Purchased Shares. At the Closing, effective as of the Closing Date, and subject to the terms and conditions set forth in this Agreement, the Stockholders shall sell, transfer, convey, assign and deliver to RHD, and RHD shall purchase and acquire from the Stockholders, the Purchased Shares, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, encumbrance, title defect, title retention agreement, voting trust agreement, option, lien, charge or similar restrictions or limitations, including any restriction on the right to vote, sell or otherwise dispose of the Purchased Shares but excluding any restrictions or limitations under applicable law (collectively, "LIENS"). The purchase price to be paid to each Stockholder at the Closing in exchange for such Stockholder's Purchased Shares shall be as set forth opposite such Stockholder's name under the caption "Specified Purchase Price" on Schedule A (with respect to each such Stockholder, such Stockholder's "SPECIFIED PURCHASE PRICE").
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Sale and Transfer of Purchased Shares. At the Closing and subject to the terms and conditions set forth in this Agreement, the Stockholders shall sell, transfer, convey, assign and deliver to Parent, and Parent shall repurchase and acquire from the Stockholders, the Purchased Shares, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, encumbrance, title defect, title retention agreement, voting trust agreement, option, lien, charge or similar restrictions or limitations, including any restriction on the right to vote, sell or otherwise dispose of the Purchased Shares but excluding any restrictions or limitations under applicable law (collectively, "Liens"). The purchase price to be paid to each Stockholder at the Closing in exchange for such Stockholder's Purchased Shares is an amount in cash per share equal to the sum of (i) the product of (A) $64.00 (the approximate average closing price per share of Parent Common Stock on the NYSE for the 30 trading days ending September 29, 2005) and (B) the number of shares of Parent Common Stock into which such Purchased Share is convertible as of (and including) September 30, 2005 plus (ii) an amount equal to the amount of dividends that would have accrued on such Purchased Share from and after October 1, 2005 through and including the earlier of (A) the Closing Date and (B) January 3, 2006 had the parties not entered into this Agreement (such sum of (i) and (ii), the "Purchase Price"); provided, however, that if the Closing occurs after January 3, 2006, the Purchase Price will increase by an amount equal to the weighted average annual interest rate with respect to Parent's or its Affiliates' high-yield notes issued in connection with the Financing (and if no such securities are issued, the average interest rate on the Dow Jones CDX US High Yield index as reported on Bloomberg for the 30 xxxxing days immediately prior to the Closing Date) based on the number of days elapsed after January 3, 2006 through and including the Closing Date and a 360-day year. The aggregate Purchase Price to be paid to each Stockholder in exchange for such Stockholder's Purchased Shares is referred to herein as the "Specified Purchase Price." The Specified Purchase Price with respect to each Stockholder shall be paid by wire transfer of immediately available funds to the account(s) designated by the Stockholders. For the avoidance of doubt, the parties hereby acknowledge and agree that, as of September 30, 2005, (1) the Convertible...
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Sale and Transfer of Purchased Shares. The Warrantholders hereby sell, transfer, convey, assign and deliver to Parent free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, encumbrance, title defect, title retention agreement, voting trust agreement, option, lien, charge or similar restrictions or limitations, including any restriction on the right to sell or otherwise dispose of the Warrants but excluding any restrictions or limitations under applicable law (collectively, "Liens"), and Parent hereby repurchases and acquires from the Warrantholders, the Warrants. Upon Parent's receipt of the Warrants owned by the Warrantholders, Parent agrees to pay to each Warrantholder on the date hereof in exchange for such Warrantholder's Warrants an amount in cash set forth opposite such Warrantholder's name on Schedule A attached hereto (the "Purchase Price"). The Purchase Price with respect to each Warrantholder shall be paid by wire transfer of immediately available funds to the account set forth on Schedule B attached hereto. Each of the Warrantholders hereby acknowledges and agrees that immediately following such Warrantholder's receipt of the Purchase Price, the Warrants shall terminate and be null and void and of no further force or effect without any further action of the parties.
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Sale and Transfer of Purchased Shares. On the terms and subject to the conditions contained in this Agreement, at the Closing, the Seller shall sell, convey, transfer, assign, and deliver to the Buyer, and the Buyer shall acquire from the Seller, the Purchased Shares, free and clear of any and all Encumbrances.
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Related to Sale and Transfer of Purchased Shares

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Sale and Transfer of Shares (a) Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers free and clear of all Encumbrances.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Segregation of Purchased Securities To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial or securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof. Required Disclosure for Transactions in Which the Seller Retains Custody of the Purchased Securities Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer’s securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer’s securities will likely be commingled with Seller’s own securities during the trading day. Buyer is advised that, during any trading day that Buyer’s securities are commingled with Seller’s securities, they [will]* [may]** be subject to liens granted by Seller to [its clearing bank]* [third parties]** and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller’s ability to resegregate substitute securities for Buyer will be subject to Seller’s ability to satisfy [the clearing]* [any]** lien or to obtain substitute securities.

  • Sale Shares On the day for Completion determined under clause 4.1, the Seller must sell, and the Buyer must buy, the Sale Shares for the Purchase Price free and clear of all Encumbrances.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

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