SALE AND PURCHASE 2. 1. The Supplier agrees to supply, and the Buyer agrees to buy the Products in accordance with the terms and subject to the conditions contained in this Agreement. 2.2. The Buyer warrants and undertakes that it has full power and authority to enter into this Agreement and to bind to perform and comply with this Agreement. 3.
SALE AND PURCHASE 2. 1. The Parties duly acknowledge that the Transferor, in the capacity of the borrower, had duly executed and entered into the Loan Agreement to avail the facility of loan from the Transferee. The Loan Agreement was duly executed to borrow a sum of $2,000,000 (“Loan Amount”). In furtherance to the Loan Agreement, Transferor is required to re-pay the amount of loan to the Transferee. 2.1.1. Transferor hereby sells, transfers and assigns to Transferee and Transferee hereby purchases from Transferor, all of Transferor’s right, title and interest in 450,379 equity shares of the Company, representing at least 10% (ten) percent of the total paid up share capital of the Company on a Fully Diluted Basis (collectively “Sale Shares”) with effect as of the Effective Date free from all charges, liens, encumbrances and claims in exchange for the consideration set forth in Section 2.3 which is equivalent to an approximate aggregate amount equal to $3,000,000. The shareholding pattern of the Company as on the Effective Date is set out in Part I of Annexure B. The details of Sale Shares have been provided in part II of Annexure B. Stamp duty payable for the transfer of the Sale Shares shall be paid by the Transferor. 2.2. Accordingly, in consideration for the sale, transfer and assignment of the Sale Shares to the Transferee, the Transferee, as full and complete payment for the Sale Shares, hereby agrees and acknowledges that (i) the Loan Amount has been repaid by the Transferor in terms of the Loan Agreement; and (ii) the Securities shall be surrendered to the Transferor for cancellation by the Transferor on the Effective Date. 2.3. The acquisition of Sale Shares by Transferee shall discharge the liability of the Transferor to repay the Loan Amount to Transferee under the Loan Agreement. Pursuant to such acquisition of the Sale Shares by Transferee, Transferor shall not be liable to pay any further amount, whether principal or interest or such other charges as may be described under the Loan Agreement, to the Transferee under the Loan Agreement and the Transferor is discharged of all liabilities and covenants in terms of the Loan Agreement. In addition, the acquisition of Sale Shares by Transferee shall (i) constitute complete satisfaction of all of the Transferor’s and Transferee’s obligations under the Loan Agreement, and (ii) all documents and agreements between the Transferor and the Transferee governing the obligations under the Loan Agreement shall automatically term...
SALE AND PURCHASE 2. 1. The Supplier agrees to supply, and the Client agrees to procure and purchase the Products for own internal use (not for resale), in accordance with the terms and subject to the conditions contained in this Agreement. 1.1. „Výrobkem“ se rozumí jakékoliv a všechno zboží v aktuální nabídce společnosti Lyreco, uvedené/zobrazené v katalogu a/nebo na webové stránce internetového obchodu společnosti Lyreco v čase vystaveni Objednávky Kupujícím, které Dodavatel zprostředkuje Kupujícímu, případně jiné zboží obstarané a dodané Dodavatelem na základě specifického požadavku Kupujícího (xxxx jenom jako „Specifické produkty”). 1.2. „Smlouvou“ se rozumí tato Smlouva a všechny její přílohy či dodatky konkrétně uvedené v této Smlouvě. V případě rozporu nebo nesrovnalosti, má text Smlouvy přednost před zněním jejich příloh. 1.3. „Objednávkou“ se rozumí Objednávka k xxxxxx Výrobků od Dodavatele zadaná Kupujícím Dodavateli, a to písemně, telefonicky, faxem nebo prostřednictvím internetového obchodu Dodavatele. 1.4. „Ovládající osobou“ se rozumí osoba, která vlastní podíl nebo akcie ve společnosti Kupujícího, s kterými je spojena většina hlasovacích práv nebo která vykonává většinu hlasovacích práv z jakéhokoliv jiného důvodu. 1.5. „Pracovním dnem” se rozumí den jiný jako xxxxxx, xxxxxx nebo den pracovního klidu dle právního xxxx xxxx xxxxxx. 1.6. „Vyšší mocí” se rozumí událost mimo kontroly a bez zavinění či nedbalosti dotknuté Strany, které tato Strana není schopná zabránit nebo jí předejít vynaložením přiměřeného úsilí např. jako válka, vyvlastnění, teroristický útok, živelné pohromy. 2. PRODEJ A NÁKUP 2.1. Dodavatel se zavazuje dodávat a Kupující se zavazuje obstarávat a nakupovat Výrobky pro vlastní interní spotřebu (ne pro další prodej) v souladu s podmínkami obsáhnutými v této Smlouvě.
SALE AND PURCHASE 2. 1 The Vendor will sell or procure the sale with full title guarantee and free from all Encumbrances (unless otherwise specified in this Agreement or Disclosed) and the Purchaser will buy as at the Transfer Date the Business as a going concern together with the Business Assets. 2.2 If any of the Stock is subject to any reservation of title in favour of any third party the Vendor will not be deemed to sell such Stock with full title guarantee and the Vendor's right to possess, deal in and perfect the title to such Stock will pass to the Purchaser to the greatest extent to which the Vendor is able to pass them on and from Completion. 2.3 There are excluded from the sale and purchase under this Agreement the Excluded Assets. 2.4 The Purchaser will not be obliged to complete the purchase of any of the Business Assets unless the purchase of all the Business Assets is completed in accordance with this Agreement. -------------------------------------------------------------------------------- Agreement Page 8 <PAGE> Zarlink Semiconductor Limited Beachcroft LLP -------------------------------------------------------------------------------- 2.5 The Property shall be sold to the Purchaser in accordance with this Clause 2 and Part 2 of Schedule 1. 2.6 The Vendor hereby assigns to the Purchaser with full title guarantee the Goodwill. 3.
SALE AND PURCHASE 2. SECTION 1.1. Agreement to Sell and to Purchase. 2 SECTION 1.2. Deliveries at Closing. 3 SECTION 1.3. Purchase Price 5
SALE AND PURCHASE 2. 1 Subject to the terms and conditions of this Agreement, the Seller hereby sells the Shares free from any Encumbrance and together with all rights of any nature whatsoever that attach (or may in the future attach) to them at Completion and the Purchaser hereby purchases the entire legal and beneficial interest in those Shares. 2.2 The Seller hereby irrevocably waives and shall procure before Completion the irrevocable waiver of any restrictions on transfer (including any pre-emption rights) which may exist in relation to the Shares, whether under the articles of association of any Target Company or otherwise. 2.3 The Purchaser shall not be obliged to complete the purchase of any of the Shares unless the Seller completes the sale of all the Shares simultaneously but completion of the purchase of only some of the Shares will not affect the rights of the Purchaser with respect to the purchase of others. 3. CONSIDERATION 3.1 The aggregate consideration for the Shares is an amount equal to the Purchase Price payable in accordance with the Loan Agreement and as adjusted, agreed or determined in accordance with Clause 4. 3.2 The Estimated Purchase Price shall be subject to adjustment (if any) after Completion pursuant to Clause 4 below. 3.3 The Purchase Price shall (so far as legally permissible) be deemed to be reduced by the amount of any payment made by the Seller to the Purchaser in respect of any claim under this Agreement and/or under the Tax Covenant. 4.
SALE AND PURCHASE 2. 1 Subject to the terms and conditions of this Agreement, the Vendors herewith sell to the Buyer, and the Buyer herewith buys from the Vendors the Shares, free from any and all liens, charges and encumbrances and together with all accrued benefits and rights attaching thereto. 2.2 Subject to the terms and conditions of this Agreement, d'Oleire herewith sells and assigns all of his rights and interests with respect to the d'Oleire Loans to the Buyer which rights and interests the Buyer hereby accepts, the d'Oleire Loans being free from any and all liabilities, liens, charges and encumbrances and together with all accrued benefits and rights attaching thereto. The Company herewith acknowledges this assignment by countersigning this Agreement. Article 3: CONSIDERATION The consideration payable to the Vendors on Completion in accordance with article 6 hereof in exchange for (i) the sale of the Shares and (ii) the assignment of the d'Oleire Loans, is the issuance by the Buyer to the Vendors of 1,900,000 (in words: one million and nine hundred thousand) new common stock par value US$0.000001 per share of the Buyer and as further set out in Schedule 4 (the "Consideration Stock Activision").
SALE AND PURCHASE 2. 1 Each Seller shall sell with full title guarantee and free from all Encumbrances the number of Sale Shares set opposite his name in schedule 1 and the Buyer shall buy the Sale Shares. 2.2 The Sale Shares shall be sold with all rights to dividends and other distributions declared after the date of this agreement in respect of the Sale Shares and all other rights and advantages belonging to or accruing on the Sale Shares on or after that date. 2.3 If any Seller fails to comply with his obligation to transfer his Sale Shares on Completion, the Buyer shall not be obliged to complete the purchase of the other Sale Shares but may nevertheless elect to complete the purchase of the other Sale Shares without prejudice to its rights against the defaulting Seller. 2.4 Each Seller irrevocably waives all pre-emption rights which he may have under the Company's articles of association or any other agreement relating to the Sale Shares or otherwise so as to enable the sale of the Sale Shares to the Buyer to proceed free of pre-emption rights. 3. Consideration 3.1 The total consideration for the sale of the Sale Shares (the "Consideration") shall be US$20,741,931.48 (the "Cash Consideration") adjusted in accordance with schedule 9. 3.2 The Cash Consideration shall be satisfied on Completion, by the Buyer in cash, as follows: (a) as to US$13,941,931.48, subject to any deductions required pursuant to clauses 3.5 to 3.7, by bank transfer to the Sellers' Solicitors USD Account; (b) as to US$6,600,000 (to be deducted from the Cash Consideration due the Sellers in the Agreed Proportions, in the amounts set out opposite their respective names in schedule 1) (the "Retention Amount") by bank transfer to the Retention Account to be held in accordance with the provisions of schedule 8; and (c) as to US$200,000 (to be deducted from the Cash Consideration due to the Sellers in the Agreed Proportions as set out in schedule 1) (the "W&I Policy Amount") by bank transfer to the Retention Account to be held in accordance with the provisions of schedule 8. 3.3 Any adjustment to the Cash Consideration shall be determined and paid in accordance with the provisions of schedule 9. 3.4 The Sellers shall be entitled to the Consideration in the Agreed Proportions.
SALE AND PURCHASE 2. Section 1.01 Agreement to Sell and to Purchase PNGTS Interest 2 Section 1.02 Purchase Price 2 Section 1.03 Working Capital Adjustments 2 Section 1.04 Time and Place of the Closing 3
SALE AND PURCHASE 2. Section 1.01 Agreement to Sell and to Purchase Iroquois Interest 2 Section 1.02 Purchase Price 2 Section 1.03 Working Capital Adjustments 2 Section 1.04 Time and Place of the Closing 3
