Common use of Purchase and Sale of the Shares Clause in Contracts

Purchase and Sale of the Shares. On the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, transfer and deliver to Acquiror, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On At the Closing, on the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, assign, transfer and deliver convey to Acquirorthe Buyer, and Acquiror the Buyer shall purchase and acquire from Seller, all of such Seller’s rights, title and interest in and to the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, other than Liens created by or on behalf of the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerBuyer.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the closing provided for in Section 1.3 hereof (the "Closing"), each Seller shall sell, convey, assign, transfer and deliver to AcquirorBuyer, and Acquiror Buyer shall purchase purchase, acquire and accept from such Seller, all right, title and interest in and to the Shares owned by such Seller Shares, free and clear of all Liens for a purchase price to such Seller liens, encumbrances, security interests, mortgages, pledges, claims and options (with respect to each such Sellercollectively, the “Purchase Price”"Liens"), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On the terms and subject to the conditions of this Agreement, at the Closing, each Buyer shall purchase and acquire from Seller, and Seller shall sell, transfer convey, transfer, assign and deliver to AcquirorBuyer, all right, title and Acquiror shall purchase from such Sellerinterest (record and beneficial) of Seller to the Shares, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerLiens.

Purchase and Sale of the Shares. On At the terms Closing, and subject to the terms and conditions of set forth in this Agreement, at the Closing, each Seller shall sell, transfer and deliver to Acquirorthe Buyer, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a Liens, and the Buyer shall purchase price to such Seller (with respect to each such from the Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerShares.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, transfer assign, transfer, convey and deliver to AcquirorPurchaser, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of any and all Liens for a purchase price to such Seller Encumbrances (with respect to each such Seller, the “Purchase Price”other than restrictions on transfer under applicable securities Laws), in cashand Purchaser shall purchase, without interest, equal to all of the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerShares.

Purchase and Sale of the Shares. On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to AcquirorBuyer, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of any and all Liens for a purchase price to such Seller (with respect to each such except Liens under applicable securities Laws), and Buyer shall purchase, acquire and accept from Seller, the “Purchase Price”)all of Seller’s right, title and interest in cash, without interest, equal and to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerShares.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each the Seller shall sell, convey, assign, transfer and deliver to Acquirorthe Purchasers, and Acquiror shall purchase the Purchasers shall, severally and not jointly, purchase, acquire and accept from such the Seller, all right, title and interest in and to the Shares owned by such Seller Shares, free and clear of any and all Liens, except for any Liens for a purchase price to such Seller (with respect to each such Seller, arising under the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerSecurities Act or any applicable state securities Laws.

Purchase and Sale of the Shares. On the terms and subject to the conditions of this Agreement, at the Closing, each Buyer shall purchase and acquire from Seller, and Seller shall sell, transfer convey, transfer, assign and deliver to AcquirorBuyer, all right, title and Acquiror shall purchase from such Sellerinterest (record and beneficial) in and to the Shares, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”other than restrictions imposed on transfer under applicable federal and/or state securities Laws or regulations), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to AcquirorBuyer, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Liens, and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the “Shares, for the Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to AcquirorBuyer, and Acquiror Buyer shall purchase purchase, acquire and accept from such Seller, all of Seller’s right, title and interest in and to the Shares owned by such Seller Shares, free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”other than restrictions under applicable securities Laws), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing (as hereinafter defined), each Seller the Selling Shareholder shall sell, transfer transfer, assign and deliver to Acquirorthe Company, and Acquiror the Company shall purchase and acquire from such Sellerthe Selling Shareholder, all right, title and interest in and to the Shares owned by such Seller Shares, free and clear of any and all Liens for a purchase price to such Seller (with respect to each such Sellerliens, the “Purchase Price”)pledges, in cashsecurity interests, without interestcharges, equal to the product claims, options, rights of (a) the Closing Payment first refusal, rights of conversion, exchange or purchase, and (b) the Pro Rata Portion of such Selleradverse claims or rights whatsoever.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreementset forth herein, at the Closing, each Seller shall sell, transfer and deliver sell to AcquirorPurchaser, and Acquiror shall Purchaser agrees to purchase from such Seller, the Shares owned by such Seller Shares, free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Sellerother than restrictions on transfer arising under applicable securities Laws.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, transfer transfer, assign, convey and deliver to AcquirorBuyer, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a Encumbrances other than those Encumbrances imposed by federal or state securities Laws, and Buyer shall purchase price to such Seller (with respect to each such and accept from Seller, all of Seller’s right, title and interest in the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerShares.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Buyer will purchase, acquire and accept from Seller, and Seller shall will sell, transfer assign, transfer, convey and deliver to Acquiror, and Acquiror shall purchase from such SellerBuyer, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, other than clause (f) of the “Purchase Price”definition of Permitted Liens and other than those existing under applicable securities Laws), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On Pursuant to the terms and subject to the conditions of this Agreementset forth herein, at the Closing, each Seller shall sell, transfer assign, transfer, convey and deliver to Acquirorthe Buyer, and Acquiror the Buyer shall purchase purchase, acquire and accept from such each Seller, all right, title and interest in and to all of the Shares owned held by such Seller immediately prior to the Closing, free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerLiens.

Purchase and Sale of the Shares. On the terms Upon and subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, transfer transfer, convey and deliver to Acquiror, and Acquiror shall purchase from such Seller, the Shares and, accordingly, certain owned by such Seller Assets as listed in the Schedule of Assets to Buyer, free and clear of all Liens for a Liens, and Buyer shall purchase price the Shares and such certain owned Assets from Seller by causing the Purchase Price (as defined below) to such be transferred to Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal and pursuant to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Sellerother closing requirements herein.

Purchase and Sale of the Shares. On At the terms and Closing (as defined in Section 9.1.1), subject to the all conditions of this Agreementand provisions hereof, at the Closing, each Seller shall sell, transfer convey, transfer, assign and deliver the Shares to AcquirorBuyer, and Acquiror Buyer shall purchase from such Seller, and accept the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such from Seller.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each the Seller shall sell, transfer assign, transfer, convey and deliver deliver, or cause to Acquirorbe sold, assigned, transferred, conveyed and Acquiror shall purchase from such Sellerdelivered, the Shares owned by such Seller free and clear of all Liens Encumbrances (other than for a purchase price restrictions on transfer imposed under applicable securities laws), to such Seller (with respect to each such SellerPurchaser, the “Purchase Price”)Shares, in cash, without interest, equal to and Purchaser shall purchase the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerShares.

Purchase and Sale of the Shares. On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each the Seller shall sell, distribute, convey, assign, deliver or otherwise transfer and deliver (“Transfer”) to the Acquiror, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Liens, and the Acquiror shall, purchase, acquire and accept from the Seller, all the “Purchase Price”)Seller’s right, title and interest in cash, without interest, equal and to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerShares.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller Seller, severally and not jointly, shall sell, transfer convey, transfer, assign and deliver to AcquirorBuyer, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a Liens, and Buyer shall purchase price to such Seller (with respect to each and acquire from such Seller, all of the “Shares to be sold by such Seller hereunder, in exchange for the Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, transfer convey, transfer, assign and deliver to AcquirorBuyer, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a Liens, and Buyer shall purchase price to such Seller (with respect to each such and acquire from Seller, all of the “Shares to be sold by Seller hereunder, in exchange for the Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to AcquirorBuyer, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such other than Buyer Liens, and Buyer shall purchase, acquire and accept from Seller, the “Purchase Price”)all of Seller’s right, title and interest in cash, without interest, equal and to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerShares.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Purchaser will purchase, acquire and accept from Seller, and Seller shall will sell, transfer assign and deliver convey to Acquiror, and Acquiror shall purchase from such SellerPurchaser, the Shares owned by such Seller free and clear of all Liens for a purchase price (other than restrictions on transfer arising pursuant to such Seller (with respect to each such Seller, the “Purchase Price”federal and state securities laws), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each the Seller shall sell, transfer assign, transfer, convey and deliver to Acquirorthe Shares, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a Encumbrances (other than Encumbrances created by the Buyer), to the Buyer and the Buyer shall purchase price to such Seller (with respect to each such the Shares from the Seller, in consideration for the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller the Sellers shall sell, transfer assign, transfer, convey and deliver deliver, or cause to Acquirorbe sold, assigned, transferred, conveyed and Acquiror shall purchase from delivered to the Purchaser, such Sellernumber of Shares (“Transfer Shares”) for such a price as set forth in Section 2.2 and any and all right, title and interest of the Shares owned by Sellers in and to such Seller Shares, free and clear of all Liens for a Encumbrances, and the Purchaser shall purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerShares.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall agrees to sell, convey, assign and transfer and deliver to AcquirorBuyer, and Acquiror shall Buyer agrees to purchase from such Seller, the Shares owned by such Seller Shares, free and clear of any and all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerLiens.

Purchase and Sale of the Shares. (a) On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller the Sellers shall sell, convey, assign, transfer and deliver to Acquiror, the Purchaser and Acquiror the Purchaser shall purchase and acquire from the Sellers, all (but not less than all) of Sellers’ right, title and interest (whether legal or beneficial) in, to and under the Shares, including without limitation all rights attaching to such SellerShares, the Shares owned by such Seller in each case free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Sellerany Encumbrances.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller Purchaser shall purchase and acquire the Shares from the Sellers, and the Sellers shall sell, transfer assign, transfer, convey and deliver to Acquiror, and Acquiror shall purchase from such Seller, the Shares owned by such Seller to Purchaser, free and clear of all Liens Liens, except for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product transfer restrictions of (a) the Closing Payment and (b) the Pro Rata Portion of such Sellergeneral applicability imposed under federal or state securities Laws.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Buyer shall purchase from Seller, and Seller shall sell, transfer convey, assign, transfer, and deliver to Acquiror, and Acquiror shall purchase from such SellerBuyer, the Shares owned by such Seller Shares, free and clear of all any Liens for a purchase price to such (other than Permitted Liens). The specific number and class of Shares being sold by Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Selleris set forth on Schedule 2.1.

Purchase and Sale of the Shares. On the terms and subject to the conditions of this Agreementset forth herein, at the Closing, each Seller Closing the Sellers shall sell, assign, transfer and deliver to Acquiror, Purchaser and Acquiror Purchaser shall purchase from such Sellerand accept the Shares, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller liens, mortgages, security interests, pledges, charges, other rights of third parties or other encumbrances (with respect to each such Sellercollectively, the “Purchase PriceLiens”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On At the terms Closing and subject to the terms and conditions of set forth in this Agreement, at the Closing, each Seller shall sell, transfer assign, transfer, convey, and deliver to AcquirorBuyer, and Acquiror Buyer shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens Encumbrances other than Permitted Encumbrances, for a purchase price to such Seller and in consideration of the amounts set forth below in Section 2.2 (with respect to each such Seller, the “Purchase PriceSale”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall will sell, transfer assign, transfer, convey and deliver to AcquirorBuyer, and Acquiror shall Buyer will purchase and acquire from such Seller, all right, title and interest of Seller in and to the Shares owned by such Seller Shares, free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerLiens.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, transfer and deliver to Acquiror, and Acquiror Buyer shall purchase from such Seller, all of Seller’s right, title and interest in and to all of the Shares owned by such Seller Shares, free and clear of all any Liens other than restrictions on transfer under applicable securities Laws, for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), consideration specified in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerSection 2.3.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing provided for in Section 1.3, each Seller shall sell, convey, assign, transfer and deliver to AcquirorBuyer, and Acquiror Buyer shall purchase purchase, acquire and accept from such Seller, all of Seller’s right, title and interest in and to the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such SellerLiens, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Sellerother than Permitted Liens.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign and transfer and deliver to AcquirorPurchaser, and Acquiror Purchaser shall purchase from such Seller, the Shares owned by such Seller Shares, free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerLiens.

Purchase and Sale of the Shares. On At the terms Closing, on and subject to the terms and conditions of set forth in this Agreement, at the Closing, each Seller Selling Stockholders shall sell, transfer assign, transfer, convey and deliver to AcquirorBuyer, and Acquiror Buyer shall purchase from such Sellerthe Selling Stockholders, all of the Shares owned by such Seller Shares, free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerLiens.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing provided for in Section 1.3, each Seller shall sell, convey, assign, transfer and deliver to AcquirorBuyer, and Acquiror Buyer shall purchase purchase, acquire and accept from such Seller, all of Seller’s right, title and interest in and to the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such SellerLiens, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.other than Permitted Liens. 1.2

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to AcquirorPurchaser, and Acquiror Purchaser shall purchase purchase, acquire and accept from such Seller, all right, title and interest in and to the Shares owned by such Seller Shares, free and clear of any and all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerLiens.

Purchase and Sale of the Shares. On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each the Purchaser shall purchase from the Seller, and the Seller shall sell, convey, assign, transfer and deliver to Acquirorthe Purchaser, and Acquiror shall purchase from such Sellerall of the Shares, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, other than Liens arising under applicable securities Laws and the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerCompany's Governing Documents.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller Sellers shall sell, convey, assign, transfer and deliver to AcquirorPurchaser, and Acquiror Purchaser shall purchase purchase, acquire and accept from such SellerSellers, all right, title and interest in and to the Shares owned by such Seller Shares, free and clear of any and all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerLiens.

Purchase and Sale of the Shares. On (a) Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, transfer and deliver to AcquirorBuyer, and Acquiror Buyer shall purchase from such Seller, the all of Seller’s Shares, which Shares owned by such Seller shall be sold to Buyer free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”other than Liens arising under applicable securities laws), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Acquiror, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to Liens, and the Acquiror shall purchase, acquire and accept from each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion all of such Seller’s right, title and interest in and to the Shares, including any Shares acquired by any Seller after the execution of this Agreement but prior to the Closing.

Purchase and Sale of the Shares. On Subject to the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, transfer assign, transfer, convey and deliver the Shares to Acquirorthe Buyers, and Acquiror the Buyers shall purchase and acquire from such Seller, all right, title and interest in, to and under the Shares owned by such Seller from Seller, free and clear of all Liens for a purchase price to such Seller (with respect to each such Sellerany lien, the “Purchase Price”)claim, in cashoption, without mortgage, pledge, security interest, equal to the product charge, encumbrance or other restriction of any nature whatsoever (aeach, a “Lien”) the Closing Payment and (b) the Pro Rata Portion or right or claim of such Sellerothers.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Buyer will purchase, acquire and accept from Seller, and Seller shall will sell, transfer assign, transfer, convey and deliver to Acquiror, and Acquiror shall purchase from such SellerBuyer, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”other than Permitted Liens), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each the Seller shall sell, transfer assign, transfer, convey and deliver to Acquirorthe Purchaser, and Acquiror the Purchaser shall purchase purchase, acquire and accept from such the Seller, all right, title and interest in the Shares owned by such Seller Shares, free and clear of all Liens for a purchase price to such Seller Encumbrances (with respect to each such Seller, except Permitted Encumbrances and Encumbrances created by the “Purchase Price”Purchaser), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each the Seller shall sell, transfer assign, transfer, convey and deliver deliver, or cause to Acquirorbe sold, assigned, transferred, conveyed and delivered, to the Purchaser or a wholly owned subsidiary, the Shares, and Acquiror the Purchaser or its wholly owned subsidiary shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerShares.

Purchase and Sale of the Shares. On At the Closing (as defined herein), subject to the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall agrees to sell, transfer assign, convey and deliver to AcquirorBuyer, and Acquiror shall purchase Buyer agrees to purchase, acquire and accept from such Seller, all of Seller's right, title and interest in and to all of the Shares owned by such Seller free and clear shares of all Liens for a purchase price to such Seller stock of the Company (with respect to each such Seller, the “Purchase Price”"Shares"), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On At the Closing, on the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, assign, transfer and deliver convey to Acquirorthe Buyer, and Acquiror the Buyer shall purchase and acquire from such the Seller, all of Seller’s rights, title and interest in and to the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, other than Liens created by or on behalf of the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerBuyer.

Purchase and Sale of the Shares. On the terms and subject to the conditions of this Agreement, at At the Closing, each the Seller shall sell, transfer transfer, convey, assign and deliver to Acquirorthe Purchaser, and Acquiror the Purchaser shall purchase purchase, acquire and accept from such the Seller, all right, title and interest of the Shares owned by such Seller Seller, legal and equitable, beneficial and of record, in and to the all of the Shares, free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerLiens.

Purchase and Sale of the Shares. On Subject to the terms and subject to the conditions of this Agreement, at the Closing, each Seller of the Sellers shall sell, transfer convey, transfer, assign and deliver to AcquirorPurchaser, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a Liens, and Purchaser shall purchase price from the Sellers, all of each Seller’s respective right, title and interest in, to and under the Shares (such Seller (with respect purchase and sale of the Shares by the Purchaser shall be referred to each such Seller, collectively as the “Purchase Priceand Sale”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Buyer shall purchase, acquire and accept from Seller, and Seller shall will sell, transfer assign, transfer, convey and deliver to Acquiror, and Acquiror shall purchase from such SellerBuyer, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”other than Permitted Liens and restrictions arising under applicable securities Laws), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On the terms and subject to the conditions of this Agreement, at At the Closing, each the Buyer shall purchase from the Seller, and the Seller shall sell, transfer transfer, assign and deliver to Acquirorthe Buyer, and Acquiror shall purchase from such Sellerall of the Shares, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerLiens.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller Buyer shall purchase from the Sellers, and the Sellers shall sell, transfer convey, assign, transfer, and deliver to Acquiror, and Acquiror shall purchase from such SellerBuyer, the Shares owned by such Seller Shares, free and clear of all Liens for a purchase price to such any Liens. The specific number and class of Shares being sold by each Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.is set forth on Exhibit A.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each the Seller shall sell, transfer and deliver sell to Acquirorthe Purchaser, and Acquiror the Purchaser shall purchase from such the Seller, all of the Shares owned by such Seller together with all rights and interests attached thereto free and clear of all Liens for a purchase price any Encumbrances (such transaction being referred to such Seller (with respect to each such Seller, herein as the “Purchase PriceSale Transaction”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller the Sellers shall sell, convey, assign, transfer and deliver to the Acquiror, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such SellerLiens, and the “Purchase Price”)Acquiror shall purchase, acquire and accept from the Sellers, all of the Sellers’ right, title and interest in cash, without interest, equal and to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerShares.

Purchase and Sale of the Shares. On the terms and subject to the terms and conditions of this Agreement, at the Closing, each the Seller shall sell, assign, transfer and deliver convey to Acquirorthe Purchaser, and Acquiror the Purchaser shall purchase and acquire from such the Seller, all of the Shares owned by such Seller Shares, free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”other than Permitted Liens), for the consideration specified below in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.this Article I.

Purchase and Sale of the Shares. On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each the Seller shall will sell, convey, assign, transfer and deliver to the Acquiror, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Liens, and the Acquiror will purchase, acquire and accept from the Seller, the “Purchase Price”)Shares, in cashincluding all the Seller’s right, without interest, equal to the product of (a) the Closing Payment title and (b) the Pro Rata Portion of such Sellerinterest therein and thereto.

Purchase and Sale of the Shares. On Upon the terms and subject to the satisfaction of the conditions of contained in this Agreement, at the Closing, each Seller shall will sell, convey, assign, transfer and deliver to AcquirorBuyer and/or one or more of Buyer's Subsidiaries, and Acquiror shall Buyer and/or such Buyer's Subsidiary or Subsidiaries will purchase and acquire from such Seller, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerShares.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to AcquirorBuyer, and Acquiror Buyer shall purchase purchase, acquire and accept from such Seller, all of Seller’s right, title and interest in and to the Shares owned by such Seller Shares, free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”other than restrictions under applicable securities laws), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller of the Sellers shall sell, transfer assign, transfer, convey and deliver deliver, or cause to Acquirorbe sold, assigned, transferred, conveyed and Acquiror shall purchase from such Sellerdelivered, to Purchaser all of the Shares owned by such Seller free it, and clear Purchaser shall purchase from Sellers all of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerShares.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall agrees to sell, convey, assign and transfer and deliver to AcquirorPurchaser, and Acquiror shall Purchaser agrees to purchase from such Seller, the Shares owned by such Seller Shares, free and clear of any and all Liens for a purchase price to such Seller (with respect to each such SellerLiens, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Sellerother than Permitted Liens.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each the Seller shall sell, assign, transfer and deliver convey to Acquirorthe Purchaser, and Acquiror the Purchaser shall, or shall purchase cause a wholly owned Subsidiary of the Purchaser to, purchase, acquire and accept from such Seller, all of Seller’s right title and interest in and to the Shares owned by such Seller Shares, free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerEncumbrances.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each the Seller shall sell, transfer and deliver to Acquiror, and Acquiror shall purchase from such Seller, sell the Shares owned by such Seller with full title guarantee to the Buyer, free and clear of all Liens for a purchase price Encumbrances together with all rights attaching to such Seller them as at Closing (including the right to receive all dividends, return of capital or any other distributions declared, made or paid with respect to each such Seller, effect from and after the “Purchase Price”Closing), in cash, without interest, equal to and the product of (a) Buyer shall purchase the Closing Payment and (b) Shares from the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, transfer assign, transfer, convey and deliver the Shares to AcquirorPurchaser, and Acquiror Purchaser shall purchase from such Sellerand acquire, the Shares owned by such Seller from Seller, free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”other than transfer restrictions under applicable federal and state securities Laws), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, transfer transfer, assign, convey and deliver to AcquirorBuyer, and Acquiror Buyer shall purchase and accept from such Seller, legal and beneficial ownership of all of the Shares owned by such Seller Shares, free and clear of all Liens for a purchase price to such Seller Encumbrances (with respect to each such Seller, the “Purchase Price”other than Encumbrances imposed by applicable Law), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On Subject to the terms and subject to the conditions of this Agreement, at the Closing, each the Seller shall sell, transfer convey, transfer, assign and deliver to AcquirorPurchaser, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a Liens, and Purchaser shall purchase price to such Seller (with respect to each such from the Seller, all of the Seller’s right, title and interest in, to and under all of the Shares (such purchase and sale of the Shares by the Purchaser shall be referred to collectively as the “Purchase Priceand Sale”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to AcquirorBuyer, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such other than restrictions on transfer imposed by securities and insurance Laws), and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the “Shares in exchange for the Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, transfer transfer, assign, convey and deliver to AcquirorBuyer, and Acquiror Buyer shall purchase and accept from such SellerSeller the Shares, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerEncumbrances.