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

Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, the Seller agrees to sell, assign and convey the Shares to the Purchaser, and the Purchaser agrees to purchase, acquire and accept the Shares from the Seller.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Novacare Inc), Stock Purchase Agreement (Horizon Health Corp /De/), Stock Purchase Agreement (Novacare Inc)

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Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the ClosingClosing (as hereinafter defined), the Seller Shareholder agrees to sell, assign and convey the Shares to the Purchaser, and the Purchaser agrees to purchase, acquire and accept the Shares from the SellerShareholder, all of the Shares.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Cultural Access Worldwide Inc), Agreement of Purchase and Sale (Access Worldwide Communications Inc)

Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement Agreement, and on the basis of in reliance upon the representations, warranties, and covenants and agreements herein containedcontained in this Agreement, at the Closing, Buyer shall purchase all of the Seller agrees to Shares from the Stockholders, and the Stockholders shall sell, assign transfer, and convey the Shares to the PurchaserBuyer, free and the Purchaser agrees to purchase, acquire and accept the Shares from the Sellerclear of any Liens.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Diplomat Pharmacy, Inc.), Stock Purchase Agreement (Diplomat Pharmacy, Inc.)

Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions of set forth in this Agreement and on the basis of the representations, warranties, covenants and agreements herein containedAgreement, at the Closing, the Seller agrees hereby sells, assigns, transfers, conveys and delivers to sell, assign and convey the Shares to the PurchaserBuyer, and Buyer hereby purchases, acquires and accepts from Seller, free and clear of Encumbrances, all of Seller's right, title and interest in, at the Purchaser agrees to purchasetime of Closing, acquire and accept the Shares from the SellerShares.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement

Purchase and Sale of the Shares. Subject to and upon the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the ClosingAgreement, the Seller hereby agrees to sell, transfer, convey, assign and convey the Shares deliver to the PurchaserBuyer, and the Purchaser Buyer hereby agrees to purchase, acquire and accept the Shares Shares, from the Seller, at the Closing, free and clear of any Restrictions whatsoever. At the Closing, the Seller shall deliver to Buyer the Shares, free and clear of any Restrictions along with appropriate stock powers duly executed by the Seller.

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (American Technologies Group Inc), Stock Purchase and Sale Agreement (American Technologies Group Inc)

Purchase and Sale of the Shares. Subject to and upon the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the ClosingAgreement, the Seller hereby agrees to sell, transfer, convey, assign and convey the Shares deliver to the PurchaserBuyer, and the Purchaser Buyer hereby agrees to purchase, acquire and accept the Shares from the Seller, at the Closing, free and clear of any Restrictions whatsoever. At the Closing, the Seller shall deliver to Buyer the Shares free and clear of any Restrictions along with appropriate stock powers duly executed by the Seller.

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement, Stock Purchase and Sale Agreement (Smith & Wesson Holding Corp)

Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions of set forth in this Agreement and on the basis of the representations, warranties, covenants and agreements herein containedAgreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), the Seller agrees to sellSellers shall transfer, convey, assign and convey the Shares deliver, or cause to the be transferred, conveyed, assigned and delivered, to Purchaser, and Purchaser shall purchase and acquire from Sellers, the Purchaser agrees Shares, for the Closing Payment Amount, subject to purchase, acquire and accept the Shares from Post-Closing Adjustment (the Seller“Sale”).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ohio Power Co), Stock Purchase Agreement (Algonquin Power & Utilities Corp.)

Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein containedAgreement, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Seller agrees to sell, transfer, assign and convey to each of the Shares to Buyers and the PurchaserCompany, and the Purchaser agrees Buyers and the Company severally agree to purchase, acquire and accept the Shares from the Seller, the number of Shares set forth opposite the name of each on Exhibit A hereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Open Plan Systems Inc)

Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein containedAgreement, at the Closing, the Seller hereby agrees to sell, transfer, convey, assign and convey the Shares deliver to the PurchaserBuyer, and the Purchaser Buyer hereby agrees to purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Shares, free and clear of all Liens on the Shares from (except those arising under applicable securities laws), for the Sellerconsideration described in Section 2.02 below.

Appears in 1 contract

Samples: Share Purchase Agreement (PDL Biopharma, Inc.)

Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein containedAgreement, at the Closing, the Seller agrees to Sellers shall sell, assign assign, transfer, convey and convey the Shares deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, the Shares, free and clear of all Encumbrances (except for restrictions under applicable securities laws), and the Purchaser agrees to purchase, acquire and accept shall purchase the Shares from the SellerShares.

Appears in 1 contract

Samples: Stock Purchase Agreement (NPC International Inc)

Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein containedAgreement, at the Closing, the Seller agrees to Sellers will sell, assign convey, assign, transfer and convey the Shares deliver to Buyer, and Buyer will purchase and acquire from Sellers, free and clear of all Encumbrances, all right, titles and interests of Sellers in and to the Purchaser, and the Purchaser agrees to purchase, acquire and accept the Shares from the SellerShares.

Appears in 1 contract

Samples: Share Purchase Agreement

Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement and on On the basis of the representations, warrantieswarranties and covenants, covenants and agreements herein containedon the terms and subject to the conditions, set forth in this Agreement, at the Closing, the Seller agrees to sell, assign and convey Sellers shall sell the Shares to the Purchaser, and the Purchaser agrees to purchase, acquire and accept shall purchase the Shares from the SellerSellers, free and clear of all Liens.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Orchid Cellmark Inc)

Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, the Seller hereby agrees to sell, assign issue and convey the Shares to the PurchaserBuyer on the Closing Date (as hereinafter defined), and the Purchaser Buyer hereby agrees to purchase, acquire and accept the Shares from the SellerSeller on the Closing Date, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ramsay Health Care Inc)

Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement and on On the basis of the representations, warranties, covenants and agreements set forth herein containedand subject to the satisfaction or waiver of the conditions set forth in Article VII herein, at the Closing, the Seller agrees to shall sell, assign assign, transfer, convey and convey deliver the Shares to the Purchaser, Buyer and the Purchaser agrees to purchase, acquire Buyer shall purchase and accept the Shares from the Seller.

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (Solutia Inc)

Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, each of the Seller agrees to Shareholders shall sell, assign and convey the Shares to the Purchaser, Purchaser and the Purchaser agrees to shall purchase, acquire and accept the Shares from the SellerShareholders, the Shares.

Appears in 1 contract

Samples: Agreement (Novacare Employee Services Inc)

Purchase and Sale of the Shares. Subject to the terms and ------------------------------- conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the ClosingClosing (as hereinafter defined), the Seller Shareholder agrees to sell, assign and convey the Shares to the Purchaser, and the Purchaser agrees to purchase, acquire and accept the Shares from the SellerShareholder, all of the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ramsay Managed Care Inc)

Purchase and Sale of the Shares. Subject to On the terms and subject to the conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein containedAgreement, at the ClosingClosing (as defined in Section 1.2), the Seller hereby agrees to sell, transfer, assign and convey the Shares deliver to the Purchaser, and the Purchaser hereby agrees to purchasepurchase from Seller, acquire and accept the Shares from (the Seller“Share Transfer”).

Appears in 1 contract

Samples: Share Purchase Agreement (CalAmp Corp.)

Purchase and Sale of the Shares. Subject to the terms and ------------------------------- conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, the Seller agrees to sell, assign and convey the Shares to the Purchaser, Purchaser and the Purchaser agrees to purchase, acquire and accept the Shares from the Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Select Medical Corp)

Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein containedcontained herein, at the Closing, each of the Seller agrees to Sellers shall sell, assign convey, assign, transfer and convey deliver to the Acquiror the Shares to owned by the PurchaserSeller, and the Purchaser agrees to Acquiror shall purchase, acquire and accept the Shares from the SellerSellers, all right, title and interest in and to the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Made2manage Systems Inc)

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Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, the Seller agrees to Shareholder shall sell, assign assign, convey and convey the Shares deliver to the PurchaserPurchaser (or its designee), free and clear of all Liens, and the Purchaser agrees to (or its designee) shall purchase, acquire and accept the Shares from the SellerShareholder, free and clear of all Liens, all of the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ramsay Youth Services Inc)

Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the ClosingClosing (as hereinafter defined), the Seller agrees Shareholders agree to sell, assign and convey the Shares to the Purchaser, and the Purchaser agrees to purchase, acquire and accept the Shares from the SellerShareholders, all of the Shares.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Health Fitness Physical Therapy Inc)

Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions of this Agreement and Agreement, in reliance on the basis of the representations, warranties, warranties and covenants and agreements herein containedof the parties contained herein, at the Closing, Closing the Seller agrees to Sellers shall sell, assign assign, transfer, convey and convey deliver the Shares to the PurchaserBuyer, free and clear of all Encumbrances, and the Purchaser agrees to purchase, acquire and accept Buyer shall purchase the Shares from the SellerSellers, for a per Share amount equal to the Per Share Closing Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Applied Micro Circuits Corp)

Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement and on the basis of the representations, warrantieswarranties and covenants contained herein, covenants and agreements herein contained, effective at the Closing, the Seller agrees to shall sell, assign transfer, convey, assign, set over and convey the Shares deliver to the Purchaser, and the Purchaser agrees to shall purchase, acquire and accept the Shares from the Seller, the Shares free and clear of all Encumbrances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Apo Health Inc /Nv/)

Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions of set forth in this Agreement and on the basis of the representations, warranties, covenants covenants, agreements, undertakings and agreements herein containedobligations contained herein, at the ClosingClosing the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell, assign and convey the Shares sell to the Purchaser, and the Purchaser agrees to purchase, acquire and accept the Shares from free and clear of all Liens, which constitute all of the Sellerissued and outstanding shares of capital stock of the Company, for the consideration specified in Section 1.2.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sierra Health Services Inc)

Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein containedAgreement, at the ClosingClosing (as defined below), the each Seller agrees shall sell and transfer all of its right, title and ownership in, to sell, assign and convey of the Shares to the Purchaser, and the Purchaser agrees to purchase, acquire shall purchase and accept such transfer of the Shares from the each Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Watchdata Technologies Ltd.)

Purchase and Sale of the Shares. Subject to the terms and conditions ------------------------------- of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, the Seller agrees to sell, assign and convey the Shares to the Purchaser, and the Purchaser agrees to purchase, acquire and accept the Shares from the Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ramsay Health Care Inc)

Purchase and Sale of the Shares. Subject (a) On and subject to the terms and conditions of set forth in this Agreement and on the basis of the representationsagreement, warranties, covenants and agreements herein contained, at the Closing, the Seller agrees to sell, assign assign, transfer and convey the Shares to the Purchaser, free and the clear of all liens, claims, charges and encumbrances, and Purchaser agrees to purchase, acquire purchase and accept the Shares from Seller, on the Sellerclosing date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Minorco Usa Inc)

Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the ClosingManager hereby directs the Seller to, the Seller agrees to selldoes hereby, assign issue and convey the Shares to the PurchaserAcquiror on the date hereof, and the Purchaser agrees to purchase, acquire Acquiror hereby acquires and accept the Shares accepts from the SellerSeller on the date hereof, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ramsay Health Care Inc)

Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions of set forth in this Agreement and on Agreement, the basis of Purchaser agrees to purchase from the representations, warranties, covenants and agreements herein contained, Seller at the Closing, and the Seller agrees to sell, assign assign, transfer and convey deliver to the Purchaser at the Closing, the Shares, free and clear of any lien, pledge, claim, restriction or other encumbrance (“Liens or Encumbrances”), other than any Liens or Encumbrances created by the Purchaser and any restrictions on the Purchaser’s ability to resell the Shares to the Purchaser, and the Purchaser agrees to purchase, acquire and accept the Shares from the Sellerimposed by applicable securities Laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (J C Penney Co Inc)

Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement Agreement, and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, the Seller agrees Sellers agree to sell, assign and convey the Shares to the Purchaser, and the Purchaser agrees to purchase, acquire and accept the Shares from the SellerSellers, all of the TMBC Shares.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Citadel License Inc)

Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement and on in reliance upon the basis of the representations, warranties, covenants representations and agreements herein containedwarranties contained herein, at the ClosingClosing (as hereinafter defined), the Seller agrees to sellCorporation hereby sells, assign conveys, assigns, transfers and convey the Shares delivers to the PurchaserBuyer, and the Purchaser agrees to purchase, acquire and accept the Shares Buyer will purchase from the SellerCorporation, the Shares, free and clear of all liens, charges, encumbrances, equities, claims and options of whatever nature.

Appears in 1 contract

Samples: Stock Purchase Agreement (Younetwork Corp)

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