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

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver the Shares to the Buyer, free and clear of all Encumbrances other than Encumbrances arising under securities Laws, and the Buyer shall purchase the Shares from the Sellers in exchange for the Consideration.

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing (as defined below), the Sellers Seller shall sellsell and transfer to Buyer, assignand Buyer shall purchase and receive from the Seller, transfer, convey and deliver all of the Shares to the BuyerShares, free and clear of all Encumbrances any liens or encumbrances other than Encumbrances arising under those imposed by applicable securities Lawslaws, and those incurred by Buyer or those imposed by this Agreement or the Buyer shall purchase other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the Shares from the Sellers in exchange for the Consideration“Transaction Documents”).

Purchase and Sale of the Shares. Upon (a) Subject to the terms and subject to the conditions of this Agreement, the Purchaser shall acquire at the Closing and the Seller shall sell to the Purchaser at the Closing, the Sellers shall sell, assign, transfer, convey and deliver the Shares to the Buyer, free and clear of any mortgage, pledge, lien, conditional sale agreement, security agreement, transfer restriction, encumbrance or other charge (collectively, “Liens”), all Encumbrances other than Encumbrances arising under securities Laws, and the Buyer shall purchase of the Shares from the Sellers in exchange for the Considerationconsideration specified below in this Section 1.1.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing (as defined in Section 1.3 below) Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Sellers shall sell, assign, transfer, convey and deliver the Shares to the BuyerShares, free and clear of all Encumbrances liens, mortgages, charges, security interests, burdens, encumbrances or other than Encumbrances arising under securities Laws, restrictions or limitations of any nature whatsoever ("Liens") and the Buyer shall purchase the Shares from the Sellers in exchange for the Considerationtogether with all rights now and hereafter attaching thereto.

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of this Agreement, at and in reliance upon the Closingrepresentations, the Sellers warranties, and covenants contained in this Agreement, Seller shall sell, assign, transfer, convey and deliver the Shares to the Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances other than Encumbrances arising under securities LawsLiens, all right, title and the Buyer shall purchase interest in and to all of the Shares from the Sellers in exchange for the Considerationowned by Seller.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing (as hereinafter defined), the Sellers Selling Shareholder shall sell, assign, transfer, convey assign and deliver the Shares to the BuyerPurchaser, and the Purchaser shall purchase and acquire from the Selling Shareholder, all right, title and interest in and to the Shares, free and clear of any and all Encumbrances other than Encumbrances arising under securities Lawsliens, pledges, security interests, charges, claims, options, rights of first refusal, rights of conversion, exchange or purchase, and the Buyer shall purchase the Shares from the Sellers in exchange for the Considerationadverse claims or rights whatsoever.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers Buyer shall purchase, and Seller shall cause its appropriate Affiliates to sell, convey, assign, transfer, convey transfer and deliver the Shares to the Buyer, free and clear of any and all Encumbrances other than Encumbrances arising under securities LawsEncumbrances, and the Buyer shall purchase the Shares from the Sellers in exchange for the Consideration.following:

Purchase and Sale of the Shares. Upon On the terms and subject to the ------------------------------- conditions of this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey transfer and deliver the Shares or cause to be sold, transferred and delivered to the Buyer, free and clear of all Encumbrances other than Encumbrances arising under securities Laws, and the Buyer shall purchase from the Sellers, in each case free and clear of all liens, charges and encumbrances of any kind, the Shares from the Sellers in exchange for the Consideration, payable as set forth below in Section 2.

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing (as defined below), the Sellers Seller shall sellsell and transfer to Buyer, assignand Buyer shall purchase and receive from the Seller, transfer, convey and deliver all of the Shares to the BuyerShares, free and clear of all Encumbrances any liens or encumbrances other than Encumbrances arising under those imposed by applicable securities Lawslaws, and those incurred by Buyer or those imposed by this Agreement, the Buyer shall purchase Note (as defined below) or the Shares from other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the Sellers in exchange for the Consideration“Transaction Documents”).

Purchase and Sale of the Shares. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and shall cause the Sellers shall Persons who own of record any of the Shares to, sell, assign, transfer, convey and deliver the Shares to the BuyerPurchaser, free and clear of all Encumbrances other than Encumbrances arising under securities LawsEncumbrances, and the Buyer Purchaser shall purchase the Shares from the Sellers in exchange for the ConsiderationShares.

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of this Agreement, at the ClosingClosing (as hereinafter defined), the Sellers Seller shall sell, assign, transfer, convey transfer and deliver the Shares to the Buyer, free and clear of all Encumbrances other than Encumbrances arising under securities LawsPurchaser, and the Buyer Purchaser shall purchase from Seller, all of the Shares from Shares, and Purchaser shall pay to Seller as consideration therefor the Sellers in exchange for following amounts, subject to adjustment pursuant to Section 1.2 and, if applicable, Section 4.2(h) (collectively, the Consideration.“Purchase Price”):

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing (as defined below), the Sellers Seller shall sellsell and transfer to Buyer, assignand Buyer shall purchase and receive from the Seller, transfer, convey and deliver all of the Shares to the BuyerShares, free and clear of all Encumbrances any liens or encumbrances other than Encumbrances arising under those imposed by applicable securities Lawslaws, and those incurred by Buyer or those imposed by this Agreement, or the Buyer shall purchase other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the Shares from the Sellers in exchange for the Consideration“Transaction Documents”).

Purchase and Sale of the Shares. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers Seller shall sell, assign, transfer, convey and deliver the Shares sell to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of its right, title and interest in and to the Shares, together with all rights of any nature which are now or which may at any time become attached to them, free and clear of all Encumbrances other than Encumbrances arising under securities Laws, and restrictions on transfer pursuant to applicable Law or any Encumbrance created by the Buyer shall purchase the Shares from the Sellers in exchange for the ConsiderationBuyer.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers each Shareholder shall sell, assign, transfer, convey sell and deliver the Shares to the BuyerPurchaser, and Purchaser shall purchase and acquire from such Shareholder, all right, title and interest of such Shareholder in and to ​ such Shareholder’s Shares, free and clear of all Encumbrances Liens, other than Encumbrances arising transfer restrictions under applicable securities Laws, and the Buyer shall purchase the Shares from the Sellers in exchange for the Considerationconsideration specified in Section 1.2.

Purchase and Sale of the Shares. (a) Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Buyer will purchase from Seller, and Seller will sell to Buyer, the Sellers shall sell, assign, transfer, convey and deliver the Shares to the BuyerShares, free and clear of all Encumbrances Liens (other than Encumbrances arising under restrictions on transfer imposed by applicable federal, state and other securities Lawslaws), and the Buyer shall purchase the Shares from the Sellers in exchange for the ConsiderationPurchase Price. The Purchase Price will be estimated prior to the Closing Date and subject to post-Closing adjustments as provided in Section 2.4.

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of this AgreementAgreement and on the basis of the representations, warranties and covenants contained herein, effective at the Closing, each of the Sellers shall sell, transfer, convey, assign, transfer, convey set over and deliver the Shares to the BuyerPurchaser Group, and the Purchaser Group shall purchase, acquire and accept from each of the Sellers, the number of Shares set forth opposite their respective names on Schedule 1 hereto free and clear of all Encumbrances other than Encumbrances arising under securities Laws, and the Buyer shall purchase the Shares from the Sellers in exchange for the ConsiderationEncumbrances.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, (a) the Sellers shall sell, assign, transfer, convey and deliver the Shares Equity Interests to the Buyer, free and clear of all Encumbrances Liens, other than Encumbrances arising under restrictions on transfer imposed by federal or state securities Laws, in consideration for the Seller Closing Consideration, and (b) the Buyer Buyer, in reliance on the representations, warranties and covenants of the Company and each Seller contained herein, shall accordingly purchase the Shares all of such Equity Interests from the Sellers in exchange for the ConsiderationSellers.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers Seller shall sell, assign, transfer, convey and deliver the Shares to the BuyerPurchaser, free and clear of all Encumbrances other than Encumbrances arising under securities LawsEncumbrances, and Purchaser, in reliance on the Buyer representations, warranties and covenants of Seller contained herein, shall purchase the Shares from Seller, for an aggregate purchase price (the Sellers in exchange for the Consideration."Purchase Price") of:

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at contemporaneously with the Closingexecution of this Agreement, the Sellers shall sell, assign, transfer, convey and deliver the Shares to the Buyer, free and clear of all Encumbrances other than Encumbrances arising under securities LawsEncumbrances, and the Buyer Buyer, in reliance on the representations, warranties and covenants of the Company contained herein, shall purchase the Shares from the Sellers in exchange Sellers, for the ConsiderationPurchase Price, payable as provided in Sections 2.2(b), 2.2(c) and 2.3.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, subject to Section 1.11, at the Closing, the Sellers each Seller shall sell, assign, transfertransfer and convey to Purchaser, convey and deliver Purchaser shall purchase and acquire from such Seller, all of the Shares to the Buyer, free and clear of all Encumbrances other than Encumbrances arising under securities Laws, and the Buyer shall purchase the Shares from the Sellers in exchange for the Considerationowned by such Seller.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver the Shares to the Buyer, free and clear of all Encumbrances other than Encumbrances arising under securities Laws, and the Buyer shall purchase the Shares from the Sellers in exchange Sellers, free and clear of all Encumbrances (other than Permitted Encumbrances), for the Considerationconsideration specified below in this Article II.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the closing provided for in Section 1.3 hereof (the “Closing”), the Sellers Seller shall sell, convey, assign, transfer, convey transfer and deliver the Shares to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the BuyerShares, free and clear of all Encumbrances other than Encumbrances arising under securities Lawsliens, encumbrances, security interests, mortgages, pledges, claims and the Buyer shall purchase the Shares from the Sellers in exchange for the Considerationoptions (collectively, “Liens”).

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the closing provided for in Section 1.3 hereof (the "Closing"), the Sellers Seller shall sell, convey, assign, transfer, convey transfer and deliver the Shares to Buyer, and Buyer shall purchase, acquire and accept from Seller, all right, title and interest in and to the BuyerShares, free and clear of all Encumbrances other than Encumbrances arising under securities Lawsliens, and the Buyer shall purchase the Shares from the Sellers in exchange for the Considerationencumbrances, security interests, mortgages, pledges, claims or options, of any kind whatsoever (collectively, "Liens").

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall purchase the Sellers Shares from Seller, and Seller shall sell, assign, transfer, convey and deliver the Shares to the BuyerPurchaser, free and clear of all Encumbrances other than Encumbrances arising under securities LawsLiens, and the Buyer shall purchase the Shares from the Sellers in exchange for the Considerationconsideration specified in Section 2.2. Purchaser acknowledges that the Excluded Asset shall be transferred to Seller at or prior to the Closing.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the closing provided for in Section 1.3 hereof (the "Closing"), the Sellers Seller shall sell, convey, assign, transfer, convey transfer and deliver the Shares to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of Seller's right, title and interest in and to the BuyerShares, free and clear of all Encumbrances other than Encumbrances arising under securities Lawsliens, encumbrances, security interests, mortgages, pledges, claims and the Buyer shall purchase the Shares from the Sellers in exchange for the Considerationoptions (collectively, "Liens").