Sale of the Company Shares Sample Clauses

Sale of the Company Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Closing Date, each Stockholder shall sell and transfer the Company Shares owned by such Stockholder to the Buyer, and the Buyer will purchase the Company Shares from the Stockholders. The consideration to be paid by the Buyer to the Stockholders for the Company Shares shall consist of the Closing Shares and the Earn-Out Shares.
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Sale of the Company Shares. Each Stockholder does hereby agree to sell and deliver to SETO, and SETO does hereby agree to purchase from each Stockholder, at the Closing (as defined in Section 9), the number of shares of the Company's common stock owned by such Stockholder as set forth on Exhibit A hereto (the "Company Shares") by delivering to the Company stock certificates representing his Company Shares, accompanied by a stock power executed by such Stockholder, with his signature Medallion Guaranteed, together with all applicable stock transfer tax stamps relative to said certificates.
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Sale of the Company Shares. On and subject to the terms and conditions set forth in this Agreement, at Closing, Seller will sell, assign, transfer and deliver the Company Shares to Purchaser, free and clear of all Liens, and Purchaser will purchase the Company Shares from Seller. At the Closing, title to the Company Shares will pass to the Purchaser, as record and beneficial owner. Purchaser will then be entitled to all rights, including, without limitation, voting rights, as the sole owner of such Company Shares, free and clear of all Liens.
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Sale of the Company Shares. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, the Holders shall sell, assign, transfer, convey and deliver to Purchase Sub, and Purchase Sub shall purchase, acquire and accept for delivery from the Holders, the Company Shares free and clear of all encumbrances.
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Sale of the Company Shares. Subject to the terms and -------------------------- conditions hereof, at the Closing (as defined in Section 2.1 hereof), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Company Shares for an aggregate purchase price of $30,000,000 (the "Company Purchase Price"). The Company Shares shall have the rights, preferences, privileges and restrictions set forth in the Company's Certificate of Incorporation.
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Sale of the Company Shares. Upon the terms and subject to the conditions contained herein, at the Closing each C&E Shareholder shall sell, convey, transfer, assign and deliver to Swedish Match the shares of Class B Common Stock of the Company set forth with respect to such C&E Shareholder on Schedule A hereto (the "SHARES"), free and clear of all Liens (provided that the C&E Representative shall have the right, upon notice to Swedish Match, to modify the allocation of shares set forth on Schedule A among the C&E Shareholders prior to the Closing as long as (i) the aggregate number of Shares being sold by all the C&E Shareholders remains unchanged and (ii) Edgar M. Cullman, Sr. and Edgar M. Cullman, Jr., do not sell more than one third of their current holdings of shares of Class B Common Stock (owned directly or indirectly) pursuant to this Agreement.
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Sale of the Company Shares. The Buyer agrees that it will not sell, pledge or otherwise transfer any of its Company Shares (a) until such time as permitted under Rule 144 or a registration statement with respect to the Company Shares filed by the Company becomes effective, or (b) unless such sale is made pursuant to an exemption from the registration requirements of the Securities Act and applicable state law. The Buyer understands that stop-transfer instructions will be given to the Company's transfer agent with respect to the certificates evidencing its Company Shares. In order to evidence the agreement described in this paragraph, the Buyer further agrees that the following legend may be placed by the Company upon the certificates representing its Company Shares: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 BUT HAVE BEEN ACQUIRED FOR INVESTMENT BY THE REGISTERED OWNER. NO SALE, PLEDGE OR OTHER TRANSFER MAY BE MADE UNLESS THE CORPORATION IS FURNISHED WITH AN OPINION OF COUNSEL FOR THE SHAREHOLDER 1N FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION THAT SUCH SALE IS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.
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Sale of the Company Shares. 2.1 The Vendors shall sell to the Purchaser and the Purchaser (relying, as the Vendors hereby acknowledge, on the representations, warranties, undertakings and indemnities of the Vendors (or any of them) referred to or contained in this Agreement) shall purchase from the Vendors the Company Shares.
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Sale of the Company Shares. The Investor shall be entitled to sell the Company Shares at it’s sole discretion and retain one hundred percent (100%) of the sale proceeds of the Company Shares.
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Related to Sale of the Company Shares

  • Sale of the Company The term "Sale of the Company" shall have the meaning set forth in the Securityholders Agreement.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Parent Shares All of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Sale of the Shares Upon execution of this Agreement (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • Purchase and Sale of the Sponsor Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 4,666,667 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series B Preferred Stock. ---------------------------------------------

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