Share Purchase Sample Clauses

Share Purchase. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.1 below) to be held pursuant to Section 2 below, the Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, good and marketable title to the Shares, free and clear of all mortgages, liens, encumbrances, claims, equities and obligations to other persons of every kind and character, except that the Shares will be “restricted securities” as defined in the Securities Act of 1933, as amended (the “Securities Act”). The purchase price for the Shares shall be $152,500, payable to the Seller (the “Purchase Price”).

Share Purchase. (a) If the condition set forth in Section 1.1(a)(i) is not met but the other Closing Conditions are met, then: (1) ▇▇▇▇ will sell all outstanding Class B Shares to Company for a price per share equal to 5% of the average of the closing price of Company's Class A Common Shares at the close of trading on each of the ten immediately preceding days during which Company's Class A Common Shares were traded on the NASDAQ Stock Exchange (such transaction is collectively referred to herein as the "Purchase"); and (2) Company will grant to ▇▇▇▇ the following rights: (i) the right to appoint a majority of the members of Subsidiary's Board of Directors; (ii) if Company proposes to transfer all or any part of its Subsidiary Shares (or is required by operation of law or other involuntary transfer to do so), the right to purchase such Subsidiary Shares in accordance with the following provisions: (A) Company will deliver a written notice ("Option Notice") to ▇▇▇▇ stating (w) Company's bona fide intention to transfer such Subsidiary Shares, (x) the number of Subsidiary Shares to be transferred, (y) the purchase price and terms of payment for which Company proposes to transfer such Subsidiary Shares, and (iv) the name and address of the proposed purchaser, and (B) within 30 days after receipt of the Option Notice, ▇▇▇▇ will have the right to elect to purchase all or any part of the Subsidiary Shares upon the price and terms of payment designated in the Option Notice (or, if the consideration proposed to be paid is not cash, for cash in an amount equal to the fair market value of the non-cash consideration proposed to be paid) by delivering written notice of his exercise of such right within such 30-day period, and the closing of such purchase will occur within 90 days after receipt of such notice and Company and ▇▇▇▇ will execute such documents and instruments and make such deliveries as may be reasonably required to consummate such purchase; and (iii) if an Option Notice is provided by Company, the right to participate in the proposed sale of Subsidiary Shares on the same terms and conditions, and for the same consideration per Subsidiary Share, as Company, by giving written notice to Company within 10 days after delivery of the Option Notice; PROVIDED that ▇▇▇▇ must, and will then be obligated to, sell the same pro-rata number of his Subsidiary Shares as Company is selling of its Subsidiary Shares. (b) The Purchase will occur at the offices of Company or its counsel imme...

Share Purchase. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall, and shall cause each of its Subsidiaries that has any right, title or interest in or to any of the Purchased Shares (such Subsidiaries, the “Other Share Sellers” and, together with the Other Asset Sellers, and as listed on Schedule 2.2 of the Disclosure Letter, the “Other Sellers”) to, sell, assign, transfer, convey and deliver to Buyer (or an Other Buyer), and Buyer shall acquire and accept, or shall cause such Other Buyer to acquire and accept, from Seller or such Other Share Sellers, all of Seller’s and such Other Share Sellers’ respective right, title and interest in and to all of the Purchased Shares free and clear of all Liens other than transfer restrictions imposed by securities Laws generally.

Share Purchase. Subject to the terms and conditions of this Agreement and in reliance in part on the representations, warranties and covenants contained herein, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer all of the Shares free and clear of all Encumbrances, and Buyer shall purchase, acquire and accept the Shares from Seller.

Share Purchase. Subject to the terms and conditions stated in this -------------- Agreement, the Company hereby agrees to sell to Key Employee and Key Employee agrees to purchase 84,552 shares at the price of $0.80 per Share.

Share Purchase. At the Closing, and subject to the terms and conditions of this Agreement, each Closing Company Shareholder shall transfer and deliver to the Acquiror or Sub (as determined by the Acquiror in its sole discretion prior to the Closing), and Acquiror or Sub, as applicable, shall receive and accept from such Closing Company Shareholder, all of the Purchased Shares held by such Closing Company Shareholder as set forth on the signature page hereof, which shall represent in aggregate all of the outstanding Company Shares, free and clear of all Encumbrances, or other defects of title, and with the benefit of all rights of whatsoever nature attaching or accruing to such shares on or after the Closing Date.

Share Purchase. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, all of the issued and outstanding Company Ordinary Shares, being 160,000,000 shares of US$0.0001 par value each (the “Purchased Shares”) all free and clear of all Liens.

Share Purchase. Subject to Section 8.09, all conditions precedent to the closing of the purchase of the TDI Shares by the Stock Purchaser under the Stock Purchase Agreement (other than the Closing under this Agreement) shall have been satisfied.

Share Purchase. 1 Section 1.1