SALE OF THE SALE SHARES Sample Clauses
The 'Sale of the Sale Shares' clause defines the agreement by which the seller transfers ownership of specific shares to the buyer. It typically outlines the number and class of shares being sold, the identity of the parties involved, and the timing or conditions of the transfer. This clause ensures that both parties are clear on what is being sold and under what terms, thereby preventing disputes over the subject matter of the transaction and establishing a clear legal basis for the transfer of ownership.
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SALE OF THE SALE SHARES. The Seller hereby sells to the Purchaser which hereby purchases the Sale Shares as one indivisible transaction on the terms and conditions set out in this Agreement.
SALE OF THE SALE SHARES. 2.1 Subject to the terms and conditions of this Agreement, the Vendors shall sell as legal and beneficial owners and the Purchaser, relying on the several Warranties, shall purchase the Sale Shares, free from all Encumbrances and together with all rights, dividends, entitlements and advantages now and hereafter attaching thereto.
2.2 The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.
SALE OF THE SALE SHARES. 2.1 Subject to the terms and conditions of this Agreement, each of the Vendors, as legal and beneficial owner, shall sell the Sale Shares, and the Purchaser relying on the Warranties contained in this Agreement shall purchase the Sale Shares, free from all Encumbrances and together with all rights, dividends, entitlements and advantages as of and including the Completion Date.
2.2 Each of the Vendors hereby waives in favour of one another and the Purchaser, all pre-emption and other rights which he may have or be entitled to over any of the Sale Shares conferred by the constitution of the Company or in any other way.
2.3 The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.
SALE OF THE SALE SHARES. 2.1 The Sellers shall sell to the Buyer and the Buyer (relying, as the Sellers acknowledge, on the warranties, undertakings, covenants and indemnities of the Sellers referred to or contained in the Agreed Documents) shall purchase from the Sellers the Sale Shares.
2.2 The Sellers warrant to the Buyer that:
2.2.1 the Sellers have the right to dispose of the Sale Shares on the terms set out in this agreement; and
2.2.2 the Sellers are the legal and beneficial owners of the Sale Shares set alongside their names in schedule 1 and such Sale Shares are free of any Encumbrances; and the transfers of the Sale Shares to the Buyer shall be deemed to include expressly and be made subject to all the above provisions of this clause 2.2.
2.3 Title to, beneficial ownership of, and any risk attaching to, the Sale Shares shall pass on Completion and the Sale Shares shall be sold and purchased together with all rights and benefits attached or accruing to them at Completion (including the right to receive any dividends, distributions or returns of capital declared, paid or made by the Company after Completion).
2.4 Each Seller waives and releases (to the extent entitled to do so) any Encumbrance created by the Articles of Association of the Company or otherwise over Sale Shares agreed to be sold by the other Sellers.
2.5 The Buyer shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.
SALE OF THE SALE SHARES. 3.1 Subject to the Conditions being satisfied, TEG shall procure the sale by Energy Holdings (No.
SALE OF THE SALE SHARES. The Vendor shall, in accordance with the terms and conditions of this Agreement, on Completion sell to the Purchaser the Sale Shares (and not part thereof) and the Purchaser shall purchase the Sale Shares free from all Encumbrances (except for the Encumbrances registered with the Chattel Mortgage Registry of the relevant Registry of Deeds in the Philippines pursuant to the Philippine Security Documents) and with the benefit of all rights, benefits and entitlements attaching thereto as at the Completion Date and thereafter.
SALE OF THE SALE SHARES. 2.1 Each Seller agrees to sell with full title guarantee and free from encumbrances and the Buyer agrees to buy, the Sale Shares set opposite such Seller's name in column (2) of Schedule 1 on the terms of this Agreement.
2.2 Each Seller covenants that the Sale Shares set opposite such Seller's name in column (2) of Schedule 1 are fully paid up (or credited as fully paid up) and the Sellers covenant that the Sale Shares constitute the entire issued share capital of the Company.
2.3 Until such time as the Buyer is registered as the holder of the Sale Shares in the statutory registers of the Company, each Seller shall hold their respective Sale Shares (and all dividends and all rights in respect of or arising out of the Sale Shares) in trust for the Buyer, and shall only deal with the Sale Shares and all such dividends and other rights as expressly directed by the Buyer.
SALE OF THE SALE SHARES. 3.1 The Vendor shall sell to the Purchaser and the Purchaser shall relying on the Warranties and other obligations of the Vendor and the Vendor Guarantor hereunder, purchase from the Vendor the Sale Shares.
3.2 The Vendor shall sell and transfer the Sale Shares with full title guarantee and free of all Encumbrances (known or unknown).
3.3 Title to, beneficial ownership of, and any risk attaching to, the Sale Shares shall pass on Completion, and the Sale Shares shall be sold and purchased together with all rights and benefits attached or accruing to them at Completion (including the right to receive all dividends, distributions or any return of capital declared, paid or made on or after Completion).
3.4 The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.
4.1 The consideration for the sale of the Sale Shares shall be:
(a) the payment in cash on Completion by the Purchaser to the Vendor of the amount of(pound)21,500,000 less the amount of the On Demand Marshalls Indebtedness; and
(b) the execution by the Purchaser and the Purchaser Guarantor of the IXnet Note and the payment of such amounts as may become due thereunder.
4.2 [DELETED] 5 COMPLETION ----------
5.1 Completion shall take place at the offices of the Vendor's Solicitors or at such other place as the parties may agree at or before 12 noon on the Completion Date when all (but not part only unless the parties shall so agree) of the following business shall be transacted:
(a) The Vendor shall deliver to the Purchaser:
(i) transfers in respect of the Sale Shares duly executed and completed in favour of the Purchaser or as it may direct or have directed, together with the certificates therefor;
(ii) duly executed transfers (in favour of such person or persons as the Purchaser may direct or have directed) of all shares or other interests in the Subsidiaries not registered in the name of the Company or any other Group Company, together with the certificates of all shares in the Subsidiaries;
(iii) a deed of release in the agreed form in favour of the Company from BTM (Europe) Limited in relation to a Deed of Charge and a Guarantee entered into by the Company on 15 December 1993 in relation to loan facilities made available to the Marshalls Group;
(iv) deeds of release in the agreed form (with such changes as may be required to reflect local jurisdictional legal requirements) in favour of Saturn Global N...
SALE OF THE SALE SHARES. Subject to the terms of this Deed, the Vendor shall sell as beneficial owner the Sale Shares and the Purchaser shall purchase such Shares free from all liens, charges and encumbrances and together with all rights now or hereafter attaching thereto (including all rights to any dividend or other distribution declared, made or paid on or after the date of this Deed).
SALE OF THE SALE SHARES. The Seller shall sell the Sale Shares with full title guarantee and the Buyer shall buy the Sale Shares with effect from the date of this Agreement, free from all encumbrances and together with all rights and benefits attaching or accruing to the Sale Shares on or after the date of this Agreement.