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

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] (the “Purchase Price”).

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement

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Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price all of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to (a) Three Hundred Million Dollars ($[] 300,000,000) plus (b) all of the accrued and unpaid dividends on the Shares through and including the Closing Date (together, the “Purchase Price”).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Firstmerit Corp /Oh/), Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price of $2.00 1.50 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] (the “Purchase Price”).

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser Company will purchase from the SellerStockholder, and the Seller Stockholder will sell, transfer, convey, assign and deliver to the PurchaserCompany, [] Shares at a purchase price all of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 5.2 billion plus accrued and unpaid dividends with respect to the Shares as of the Closing (the “Share Purchase Price”).

Appears in 1 contract

Samples: Ally Financial Inc.

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price all of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to the sum of (i) $[] 4,725,000 and (ii) the accrued and unpaid dividends thereon to, but excluding, the Closing Date (together, the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser Company will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the PurchaserCompany, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to Two Million Five Hundred Thousand ($[] 2,500,000) (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement (Carver Bancorp Inc)

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] 20,000,000 Shares at a purchase price of $2.00 0.10 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 2,000,000 (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] 574,000 Shares at a purchase price of $2.00 1.50 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 861,000.00 (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement (MFP Investors LLC)

Purchase and Sale of the Shares. Subject to, and on Upon the terms and subject to the conditions of, of this Agreement, effective at the Closing, the Purchaser will purchase from Sellers shall sell, assign, transfer, convey and deliver the SellerShares and the Partnership Intercompany Notes to the Buyer, and the Seller will sellBuyer shall purchase the Shares and the Partnership Intercompany Notes from the Sellers, transfer, convey, assign and deliver to the Purchaser, [] Shares at a for an aggregate purchase price of $2.00 per Share 1,165,000,000 (the “Purchased Shares”"Base Purchase Price"), free and clear of all Liens. The aggregate purchase price for as adjusted pursuant to this Agreement (as so adjusted, the Purchased Shares shall be an amount in cash equal to $[] (the “"Purchase Price").

Appears in 1 contract

Samples: Stock Purchase Agreement (Vornado Realty Trust)

Purchase and Sale of the Shares. Subject to, and on Upon the terms and subject to the conditions of, of this Agreement, effective at the Closing, the Purchaser will purchase from the SellerSeller shall sell, and the Seller will sellassign, transfer, convey, assign convey and deliver the Shares to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), Buyer free and clear of all Liens. The Encumbrances, and Buyer, in reliance on the representations, warranties and covenants of Seller contained herein, shall purchase the Shares from Seller, representing, in the aggregate, 100% of the issued and outstanding capital stock of the Company, for an aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] (the “Purchase Price”).) equal to:

Appears in 1 contract

Samples: Stock Purchase Agreement (Oragenics Inc)

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] 289,000 Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 578,000 (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] 62,500 Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 125,000 (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser Company will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Company the Purchased Shares at a purchase price of $2.00 per Share (the “Purchased Shares”)set forth herein, free and clear of all LiensLiens other than restrictions on transfer imposed by federal and state securities laws. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 141,699.21 (the “Purchase Price”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Broadway Financial Corp \De\)

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] the Purchased Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The an aggregate purchase price for equal to the product of (i) the Per Share Consideration and (ii) the number of Purchased Shares shall be an amount in cash equal held by the Seller immediately prior to $[] the Closing (such amount, the “Treasury Purchase PriceConsideration”).

Appears in 1 contract

Samples: Securities Purchase Agreement

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Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [ν] Shares at a purchase price of $2.00 1.50 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[ν] (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement (First Security Group Inc/Tn)

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price all of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to (a) Seven Million Dollars ($[] 7,000,000) plus (b) all of the accrued and unpaid dividends on the Shares through and including the Closing Date (collectively, the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on On the terms and subject to the conditions of, of this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will shall sell, transfer, convey, assign transfer and deliver to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The , and Purchaser shall purchase from Seller, the Shares for an aggregate purchase price for the Purchased Shares shall be an amount of $185,630,852 in cash equal to $[] (the “Purchase Price”), payable as set forth below in Section 1.03. The purchase and sale of the Shares is referred to in this Agreement as the “Acquisition”.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gateway Inc)

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement (Monarch Community Bancorp Inc)

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] 350,000 Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 700,000 (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] 26,164 Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 52,328 (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on Upon the terms and subject to the conditions of, of this Agreement, effective at the Closing, the Purchaser will purchase from the SellerSeller shall sell, and the Seller will sellassign, transfer, convey, assign convey and deliver to the PurchaserCompany, [] and the Company shall purchase, acquire and accept from Seller, the entire right, title and interest of Seller in and to the Purchased Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The for an aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 105,050,000 (the “Purchase Price”).

Appears in 1 contract

Samples: Share Purchase Agreement (Itausa S.A.)

Purchase and Sale of the Shares. Subject to, and on On the terms and subject to the conditions of, of this Agreement, effective at the ClosingClosing (as defined in Section 1.02), the Purchaser will purchase from the Seller, and the Seller will shall sell, transfer, convey, assign transfer and deliver to the Purchaser, [] and Purchaser shall purchase from Seller, the fully paid and nonassessable Shares at a for an aggregate cash purchase price of $2.00 per Share U.S.$400,000,000 (the “Purchased Shares”"Purchase Price"), free and clear of all Lienspayable as set forth in Section 1.03. The aggregate purchase price for and sale of the Purchased Shares shall be an amount is referred to in cash equal to $[] (this Agreement as the “Purchase Price”)"Acquisition".

Appears in 1 contract

Samples: Stock Purchase Agreement (Rj Reynolds Tobacco Holdings Inc)

Purchase and Sale of the Shares. Subject to, and on On the terms and subject to the conditions of, of this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign transfer and deliver to Buyer, and Buyer will purchase from Seller, all of Seller’s right, title and interest in and to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The Liens (such sale and purchase transaction, the “Purchase and Sale”), for an aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 163,500,000.00 (the “Purchase Price”), payable and subject to adjustment as set forth in Article II.

Appears in 1 contract

Samples: Stock Purchase Agreement (Regis Corp)

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