Shares to be Sold. Subject to the terms and conditions of this Agreement, at the Closing referred to in Section 1.4 hereof, the Sellers shall sell and deliver to the Purchaser good, valid and marketable title to the Shares, free and clear of all liabilities, obligations, claims, liens and encumbrances, by delivering to the Purchaser one or more stock certificates representing the Shares, duly endorsed in blank or accompanied by one or more stock powers duly endorsed in blank, in form for transfer satisfactory to counsel for the Purchaser.
Shares to be Sold. (i) Each Tag-along Stockholder shall exercise its right to participate in a sale of Common Stock by the Selling Stockholder subject to this Section 5.2 by delivering to the Selling Stockholder a Tag-along Notice stating its election to do so and specifying the number of shares of Common Stock to be sold by it no later than five Business Days after receipt of the Sale Notice. The offer of each Tag-along Stockholder set forth in a Tag-along Notice shall be irrevocable, and, to the extent such offer is accepted, such Tag-along Stockholder shall be bound and obligated to sell in the proposed sale on the terms and conditions set forth in this Section 5.2. Each Tag-along Stockholder shall have the right to sell in a sale subject to this Section 5.2 the number of shares of Common Stock equal to the product obtained by multiplying (x) the number of shares of Common Stock held by the Tag-along Stockholder by (y) a fraction (A) the numerator of which is equal to the number of shares of Common Stock the Selling Stockholder proposes to sell or transfer to the Proposed Transferee and (B) denominator of which is equal to the number of shares of Common Stock then owned by such Selling Stockholder.
Shares to be Sold. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.1), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Shares.
Shares to be Sold. Minimum Price at which Shares may be Sold: ----------------------------------------- Date(s) on which Shares may be Sold: ----------------------------------------- Underwriting Discount/ Commission: ----------------------------------------- Manner and capacity in which shares are to be Sold: ----------------------------------------- By executing this draw down notice, the parties agree to comply with the aforementioned agreements, and to execute the transaction as described herein:
Shares to be Sold. At the Date of Closing (as hereinafter defined) the Sellers shall sell and transfer all the Shares to Buyer, and Buyer shall purchase and accept all the Shares from Sellers. At the Date of Closing, the Shares shall constitute all of the issued and outstanding capital stock of the Company.
Shares to be Sold. 1 1.02 Consideration.................................................................. 1 1.03
Shares to be Sold. Subject to the terms and conditions of this ----------------- Agreement, at the Closing provided for in Section 2.01 hereof (the "Closing"), Seller shall sell, transfer and deliver the Shares to Purchaser, and Purchaser shall purchase the Shares from Seller, free and clear of any Encumbrance (as hereinafter defined), and upon such transfer Purchaser shall have good title to all of the Shares.
Shares to be Sold. Such Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder hereunder and upon sale and delivery of, and payment for, such Shares, as provided herein, such Selling Stockholder will convey to the several Underwriters good and marketable title to such Shares, free and clear of all liens, encumbrances, equities and claims whatsoever.
Shares to be Sold. Price at which Shares shall be Sold: ------------------------------------------ Settlement Date: ------------------------------------------ Gross Proceeds: ------------------------------------------ Placement Fee: ------------------------------------------ Manner and capacity in which Shares are to be Sold: ------------------------------------------ Issuer Free Writing Prospectus(es) (if any) ------------------------------------------ By executing this Placement Notice, the parties agree to comply with the aforementioned agreement, and to execute the transaction as described herein:
Shares to be Sold. (a) In order for a Tag-along Stockholder to validly exercise its right to participate in a Tag-along Sale, such Tag-along Stockholder must deliver to Sillerman and SFX a written notice (a “Tag-along Notice”), stating such Tag-along Stockholder’s election to do so and containing an offer to sell in such Tag-along Sale a specified number of shares of SFX Common Stock, no later than 10 days after receipt of the Tag-along Sale Notice (the “Tag-along Period”). The offer of a Tag-along Stockholder set forth in a Tag-along Notice will be deemed to be irrevocable, and, to the extent such offer is accepted, such Tag-along Stockholder will thereby be bound and obligated to sell in the Tag-along Sale on the terms and conditions set forth in this Article 3. Each Tag-along Stockholder will have the right to sell in a sale subject to this Article 3 all or a portion of the shares of SFX Common Stock then owned by such Tag-along Stockholder at the time of the Tag-along Notice (including any Warrant Shares issuable upon the exercise of the NAJV Warrant or any EBITDA Warrants, if any, that such Tag-along Stockholder might elect to exercise contingent upon and as of immediately prior to the consummation of the Tag-along Sale).
