Purchase and Sale of Purchased Stock Sample Clauses

Purchase and Sale of Purchased Stock. Upon the terms and subject to the conditions set forth herein, on the Closing Date, the Company shall issue, sell, transfer and deliver to the Purchaser the Purchased Stock, free and clear of all Liens, and the Purchaser shall acquire and accept the Purchased Stock from the Company. The Purchaser acknowledges and agrees that the Purchased Securities will not be registered under the Securities Act or any state securities law and that each certificate or instrument representing the Purchased Securities shall bear a legend in substantially the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any applicable state securities laws. The securities may not be offered for sale, sold, assigned, transferred or pledged without registration under the Securities Act and any applicable state securities laws or without an opinion of counsel satisfactory to the corporation that such registration is not required."
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Purchase and Sale of Purchased Stock. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth herein, at the Closing, the Seller shall sell to the Buyer, and the Buyer shall purchase from the Seller, all of the Purchased Stock, free and clear of all Encumbrances. As consideration for the Purchased Stock, the Buyer shall pay to the Seller an amount equal to Eighty Three Million Five Hundred Thousand Dollars ($83,500,000) (the “Purchase Price”), subject to adjustment as contemplated by Section 1.4.
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Purchase and Sale of Purchased Stock. Subject to the terms and conditions set forth herein, each Seller shall (and effective upon the Closing does hereby) sell, assign, transfer, convey and deliver to Buyer, and the Buyer Parties shall (and effective upon the Closing does hereby) purchase from such Seller on behalf of Buyer, all of such Seller’s right, title and interest in the Purchased Stock, free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”), other than any restriction imposed by or arising from (a) any federal or state securities Laws or (b) the certificate of incorporation, bylaws or other organizational documents of IMMCO. As a condition precedent to the share purchase referenced immediately above, Xxxx shall (and effective upon the Closing does hereby) sell, transfer, convey, and assign to the Buyer Designee, and the Buyer shall cause the Buyer Designee to (and effective upon the Closing does hereby) accept the assignment from Xxxx, all of Jana’s right, title and interest in the Minority Interests, free and clear of any Encumbrance, other than any restriction imposed by or arising from (a) any federal or state securities Laws (including any Indian legal equivalent) or (b) the certificate of incorporation, bylaws or other organizational documents of ISS or SGES, as applicable.
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Purchase and Sale of Purchased Stock. Subject to the terms and conditions set forth herein, each Seller shall (and effective upon the Closing does hereby) sell, assign, transfer, convey and deliver to Buyer, and Buyer shall (and effective upon the Closing does hereby) purchase from such Seller, all of such Seller’s right, title and interest in the Purchased Stock, free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”), other than any restriction imposed by or arising from (a) any federal or state securities Laws or (b) the certificate of incorporation, bylaws or other organizational documents of the Company.
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Purchase and Sale of Purchased Stock. Consideration. --------------------------------------------------- Subject to the terms and conditions of this Agreement, Sellers hereby agree to sell, transfer and convey One Hundred Twelve (112) of the Company's common stock, without par value (the "Purchased Stock") to Purchaser, and Purchaser hereby agrees to purchase the Purchased Stock from Sellers, at Closing. Purchaser shall pay to Sellers as consideration for the Purchased Stock the sum of $1,150,000 (the "Purchase Price") payable in the form of shares of common stock of Purchaser, $.01 par value (the "Consideration Stock"), to be allocated to the Sellers as set forth on Schedule 1.1 hereto. The aggregate ------------ number of Lighthouse Shares to be issued at Closing to the Sellers as the Purchase Price shall be determined by dividing the Purchase Price by the number resulting from the following formula (the "Valuation Formula"): the sum of the closing ask and bid prices for each of the ten (10) trading days prior to the Closing Date divided by twenty. For example: if the closing ask price was $4.00 and the closing bid price was $6.00 for each of the ten (10) previous trading days the number of shares to be issued would be 230,000
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Purchase and Sale of Purchased Stock. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties hereinafter set forth, Buyer agrees to purchase from Seller, and Seller agrees to sell, assign, transfer and deliver to Buyer, the Purchased Stock in exchange for an amount equal to THREE MILLION ONE HUNDRED NINETY THOUSAND EIGHT HUNDRED THIRTY-TWO AND TWENTY-FIVE ONE-HUNDREDTHS U.S. DOLLARS ($3,190,832.25) (the "Purchase Price"). Upon execution and delivery of this Agreement, Seller shall deliver the Purchased Stock Certificates to Buyer at the offices of Seller's Counsel in Los Angeles, California. In consideration for the sale, assignment and transfer of the Purchased Stock effected hereby, simultaneously with the receipt by Buyer of the Purchased Stock Certificates, Buyer shall pay to Seller, and Seller shall have received from Buyer, by bank cashier's check, the Purchase Price plus $1,486.14. Promptly following the execution of this Agreement, Seller shall deliver to the registrar and transfer agent for the Stock, a letter of instructions requesting such transfer agent to affix the following legend on all certificates representing the Purchased Stock issued to Buyer in replacement for the Purchased Stock Certificates: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
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Purchase and Sale of Purchased Stock 
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Related to Purchase and Sale of Purchased Stock

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Purchase and Sale of the Warrants (i) As payment in full for the 4,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

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