The Sale and Purchase Sample Clauses

The Sale and Purchase. 13 SECTION 2.1. Sale and Purchase.................................... 13 SECTION 2.2.
Sample 1
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The Sale and Purchase. Upon the terms and subject to the conditions of this Agreement, the Shareholder hereby sells, conveys, transfers, assigns and delivers to Xxxxxx, and Xxxxxx hereby purchases from the Shareholder on the date hereof, all of the issued and outstanding capital stock of Real-Tool owned by the Shareholder, all free and clear of any and all liens, claims, liabilities, obligations, pledges, encumbrances, charges and restrictions of every kind, nature and description. The Shareholder is, contemporaneously herewith, causing Real-Tool to cancel the Shareholder's stock certificate evidencing the shares owned by the Shareholder and to issue to Xxxxxx a stock certificate evidencing such number or shares.
Sample 1
The Sale and Purchase. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.03), the Seller shall sell, assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, 1,788,475 Shares of the Company’s common stock held by Seller to the Purchasers in the following amounts: 1,466,225 Shares to Xxxxxxxx and 322,250 Shares to Xxxxxxxx. In consideration of the transfer by Seller of the Shares to the Purchasers, the Purchasers shall deliver to the Seller the purchase price of Two Hundred Seventy Seven Thousand Five Hundred Dollars ($277,500) (the “Purchase Price”) as follows: (a) Xxxxxxxx shall pay $42,500 in cash (the “Espinoza Cash Payment”), (b) credit against the Purchase Price for the following Company debts in the amount of $77,992 owed to Xxxxxx X. Xxxxxx, III (the “Xxxxxx Note”) and $29,016 of general liabilities of the Company, totaling $107,008 (the “General Liabilities”) and (c) Xxxxxxxx shall pay $127,992 in cash (the “Xxxxxxxx Cash Payment”). The 1,788,475 shares to be sold to Purchasers under this Agreement are deemed “restricted shares” within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended.
Sample 1
The Sale and Purchase. 21 2.1 Sale and Purchase of Shares.................................................................................21 2.2 Closing Payment...................................................................................................22 2.3 Closing..................................................................................................................22 2.4 Closing Payment Adjustments..............................................................................23 2.5 Post-Closing Statement.........................................................................................23 2.6 Reconciliation of Post-Closing Statement............................................................24 2.7 Post-Closing Adjustment......................................................................................25 2.8 Withholding..........................................................................................................26
Sample 1
The Sale and Purchase. 2.1 Sale and Purchase of Shares 18 2.2 Purchase Price 18 2.3 Closing 18 2.4 Closing Adjustment 20 2.5 Post-Closing Statements 20 2.6 Reconciliation of Post-Closing Statements 21 2.7 Post-Closing Adjustment 22 2.8 Purchase Price Allocation 22 2.9 Foreign Transfer and Acquisition Agreements; Deferred Closings; Delayed Transfers 2.10 Withholding 26
Sample 1
The Sale and Purchase. Upon the terms and subject to the satisfaction or waiver of the conditions hereof, and in reliance upon the mutual representations, warranties, and covenants contained herein, immediately prior to the Effective Time, GC will sell, assign, transfer, and deliver to the Company, and the Company will purchase and acquire from GC, the Interests, free and clear of any Liens, and in the proper form for transfer.
Sample 1
The Sale and Purchase 
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Related to The Sale and Purchase

  • Sale and Purchase Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] per Firm ADS. The Company and the Selling Securityholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSs, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSs. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling Securityholders. Such notice shall set forth the aggregate number of Additional ADSs as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and acquire from the Sellers, free and clear of all Liens other than Permitted Exceptions, all right, title and interest of the Sellers in and to all of their respective properties, assets, Contracts and rights, of every kind and description and wherever located, related to, used in or intended for use in connection with the Business as currently conducted or currently contemplated to be conducted, other than the Excluded Assets (collectively, the “Purchased Assets”), including without limitation the following:

  • Sale and Purchase of Stock 1.1 Subject to the terms, provisions and conditions set forth herein, Seller hereby sells and delivers to Purchaser, and Purchaser hereby purchases and receives from Seller, the Shares, in exchange for the purchase price set forth hereinafter. Purchaser hereby acknowledges receipt of one or more stock certificates representing the Shares, duly endorsed or accompanied by duly executed stock transfer form.

  • Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Purchase Agreement shall be consummated upon (i) Funding's receipt from VL Funding and the VL Funding Eligible Lender Trustee of a fully executed copy of the related Additional Purchase Agreement; and (ii) the payment by Funding to VL Funding of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. VL Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Purchase Agreement with respect to each Additional Loan.

  • SALE AND PURCHASE OF NOTES Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Sale and Purchase of Assets (a) The Manager shall, in accordance with instructions from the Board, supervise the sale and purchase of assets on the Company’s behalf including the completion of such transactions.

  • Sale and Purchase of Securities Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Units set forth on the signature page of this Agreement at a purchase price of $15.00

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