Common use of Sale and Transfer of Shares Clause in Contracts

Sale and Transfer of Shares. Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver the Shares to Purchaser, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws), and Purchaser shall purchase, acquire and accept the Shares from Seller.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Fidelity Leasing Inc), Stock Purchase Agreement (Resource America Inc)

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Sale and Transfer of Shares. Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser (or its designated Subsidiaries) all the Shares to Purchaserissued and outstanding Shares, free and clear of all Liens (other than restrictions Encumbrances, except for any Encumbrance arising under the Securities Act or any other applicable state or provincial securities laws), and Purchaser (or its designated Subsidiaries) shall purchase, acquire and accept the Shares from Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (MDC Partners Inc)

Sale and Transfer of Shares. Subject to the terms and conditions set forth in of this Agreement, at the Closing, Closing Seller shall sell, convey, assign, transfer and deliver to Purchaser all of the Shares to PurchaserOutstanding Common Stock, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws), and Purchaser shall purchase, acquire and accept the Shares from SellerLiens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sana Biotechnology, Inc.)

Sale and Transfer of Shares. Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver the Shares to Purchaser, and Purchaser shall purchase from Seller, all the issued and outstanding Shares, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws“Purchase”), and Purchaser shall purchase, acquire and accept the Shares from Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Openwave Systems Inc)

Sale and Transfer of Shares. Subject to the terms and --------------------------- conditions set forth in of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser all the Shares to Purchaserissued and outstanding Shares, free and clear of all Liens (other than restrictions Encumbrances, except for any Encumbrance relating to the resale of the Shares by the Purchaser arising under the Securities Act or any other applicable state securities laws), laws and Purchaser shall purchase, acquire and accept the Shares from Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (McKesson Hboc Inc)

Sale and Transfer of Shares. Subject to On the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing (as defined in Section 1.3(a)), the Seller shall sell, convey, assign, transfer and deliver to the Shares to PurchaserBuyer, and the Buyer shall purchase and acquire from the Seller, the Shares, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities lawsas defined in Section 2.2(c), and Purchaser shall purchase, acquire and accept the Shares from Seller).

Appears in 1 contract

Samples: Share Purchase Agreement (Savient Pharmaceuticals Inc)

Sale and Transfer of Shares. Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, convey, assign, transfer and deliver to Buyer the Shares to PurchaserShares, free and clear of all Liens (other than except for customary restrictions arising under on the transfer of such Shares imposed by the Securities Act or and any other applicable state securities laws), and Purchaser shall purchase, acquire and accept the Shares from Seller.

Appears in 1 contract

Samples: Stock Sale Agreement (Yell Finance Bv)

Sale and Transfer of Shares. Subject to the terms and conditions set forth in of this Agreement, at the Closing, Closing Seller shall sell, convey, assign, transfer and deliver to Purchaser all of Seller's right, title and interest in and to the Shares to Purchaserissued and outstanding Shares, free and clear of all Liens (other than restrictions Encumbrances, except for any Encumbrance arising under the Securities Act or any other applicable state securities laws), and Purchaser shall purchase, acquire and accept the Shares from Seller.

Appears in 1 contract

Samples: Stock Sale Agreement (Merisel Inc /De/)

Sale and Transfer of Shares. Subject to Upon the terms and subject to the conditions set forth contained in this Agreement, at the Closing, Closing Seller shall sell, convey, assign, transfer and deliver to Buyer all of Seller's right, title and interest in and to 100 shares of the Shares to PurchaserCommon Stock (the "Shares"), constituting all of the issued and outstanding Common Stock, free and clear of all Liens (other than Encumbrances, except for restrictions arising under on transfer imposed by the Securities Act or any other applicable state securities laws), and Purchaser shall purchase, acquire and accept the Shares from Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Edwards Lifesciences Corp)

Sale and Transfer of Shares. Subject to On the terms and subject to the conditions set forth in of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to Purchaser all of the Shares to Purchaserowned by such Seller, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws)Encumbrances, and Purchaser shall purchase, purchase and acquire and accept the Shares from Sellerall of such Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (DJO Finance LLC)

Sale and Transfer of Shares. Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer convey and deliver to Purchaser the outstanding Shares to Purchaser, of the Company free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws), and Purchaser shall purchase, acquire and accept the Shares from SellerEncumbrances.

Appears in 1 contract

Samples: Share Purchase Agreement (Techteam Global Inc)

Sale and Transfer of Shares. Subject to the terms and conditions set forth in of this Agreement, at the Company Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser and Purchaser shall purchase from Seller, the Shares to PurchaserShares, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws), and Purchaser shall purchase, acquire and accept the Shares from SellerEncumbrances.

Appears in 1 contract

Samples: Stock and Mortgage Loan Purchase Agreement (American Home Mortgage Investment Corp)

Sale and Transfer of Shares. Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, good and valid title to all the Shares to PurchaserShares, free and clear of all Liens (other than restrictions Encumbrances, except for any Encumbrance arising under the Securities Act or any other applicable state securities laws), and Purchaser Buyer shall purchase, acquire and accept the Shares from Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Level 3 Communications Inc)

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Sale and Transfer of Shares. Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser the Shares to Purchaser, free and clear of all Liens (other than restrictions Encumbrances, except for any Encumbrance arising under Section 203, the Securities Act or any other applicable state securities laws), and Purchaser shall purchase, acquire and accept the Shares from Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Oplink Communications Inc)

Sale and Transfer of Shares. Subject On the basis of the representations, warranties, covenants and agreements, and subject to the terms and conditions satisfaction or waiver of the conditions, set forth in this Agreement, at the ClosingClosing (as defined in Section 1.3(a)), the Seller shall sell, convey, assign, transfer and deliver to the Shares to Purchaser, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws)Buyer, and Purchaser the Buyer shall purchasepurchase and acquire from the Seller, acquire the Shares, in each case upon the terms and accept subject to the Shares from Sellerconditions set forth herein.

Appears in 1 contract

Samples: Stock Purchase Agreement (NMT Medical Inc)

Sale and Transfer of Shares. Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser all the Shares to Purchaserissued and outstanding Shares, free and clear of all Liens (other than restrictions Encumbrances, except for any Encumbrance arising under the Securities Act or any other applicable state securities laws), and Purchaser shall purchase, acquire and accept the Shares from Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Online Inc)

Sale and Transfer of Shares. Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser all of the Shares to Purchaserissued and outstanding Shares, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws)Encumbrances, and Purchaser shall, or shall cause its designated Subsidiary to, purchase, acquire and accept the Shares from Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (VeriChip CORP)

Sale and Transfer of Shares. Subject to the terms and conditions set forth in of this Agreement, at the Closing, Closing Seller shall sell, convey, assign, transfer and deliver to Purchaser or one or more Designated Purchaser Affiliates the Shares Shares, and shall cause the Outside Inventory Sellers to Purchasersell, convey, assign, transfer and deliver to Designated Purchaser Affiliates the Outside Inventory, in each case, free and clear of all Liens (other than Encumbrances, except for restrictions on transfer of the Shares arising under the Securities Act or any other applicable state or foreign securities laws), and Purchaser shall purchase, acquire and accept the Shares from Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Newell Rubbermaid Inc)

Sale and Transfer of Shares. Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall will sell, convey, assign, transfer and deliver the Shares to Purchaser, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws), ) and Purchaser shall will purchase, acquire and accept the Shares from Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Manischewitz B Co LLC)

Sale and Transfer of Shares. Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller Closing the Shareholder shall sell, convey, assign, transfer and deliver the Shares to Purchaser, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws), and Purchaser shall purchase, acquire and accept receive, the Shares from SellerShares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (American United Global Inc)

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