Sale and Purchase of Equity Interests. Upon the terms and subject to the conditions contained herein, on the Closing Date, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the Equity Interests.
Sale and Purchase of Equity Interests. On the Closing Date, subject to the other terms and conditions of this Agreement, Seller shall sell, transfer, assign and convey to the Buyer, and the Buyer shall purchase, all right, title and interest in and to all of the Equity Interests, owned beneficially and of record by Seller, as more specifically set forth on Schedule 3.3, free and clear of any Encumbrances.
Sale and Purchase of Equity Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, (a) Sellers agree to sell to the Purchaser and the Purchaser agrees to purchase from the Sellers, all of the Purchased Equity Interests free and clear of all Liens, claims, demands and restrictions on transfer.
Sale and Purchase of Equity Interests. 1. Grant of Options Party B hereby irrevocably grants Party A or the buyer designated by Party A (hereinafter “Equity Interest Buyer”) an irrevocable and exclusive option, during the effective period of this Agreement, to purchase from Party B all or part of the equity interests in Party C held by it from time to time in one time or multiple times at any time designated by the Equity Interest Buyer at the price referred to in paragraph 3 of Article II of this Agreement (hereinafter “Exercise Price”) and in line with the exercise steps at the election of Party A (hereinafter “Equity Interest Call Option”), to the extent permitted by the PRC Laws (including any laws, regulations, rules, notices, interpretations or other binding documents promulgated by any central or local legislative, administrative or judicial department before or after the execution of this Agreement, hereinafter “PRC Laws”). Other than the Equity Interest Buyer, no third party may have the Equity Interest Call Option. Party C hereby agrees Party B to grant the Equity Interest Call Option to Party A. When the Equity Interest Buyer exercises the Equity Interest Call Option granted by Party B hereunder, the non-transferring party within Party B shall waive its right of first refusal with respect to the transfer of Party C’s equity interests under the PRC Laws, and irrevocably agree to the transferor to transfer its equity interests in Party C to the Equity Interest Buyer. The “Person” provided in this paragraph and this Agreement means an individual, corporation, joint venture, partnership, enterprise, trust or non-corporate organization.
Sale and Purchase of Equity Interests. Subject to the terms and conditions hereof, on the date hereof, Seller shall sell, grant, convey, transfer, deliver and assign the Equity Interests to Buyer and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Equity Interests, for an aggregate purchase price equal to the (i) number of Parent Stock equal to $1,300,000 divided by the 20-Day Average Price (the “Equity Consideration”), (ii) a warrant exercisable for shares of Parent Stock equal to $433,333 divided by the 20-Day Average Price with an exercise price equal to the 20-Day Average Price and exercisable within one year of the Closing Date in the form attached as Exhibit A (the “Warrant”), and (iii) the payment of up to $700,000 of Liabilities owed by the Seller or Group Companies on the Closing Date, including the assumption of certain liabilities of Seller set forth on Schedule 1 (the “Assumed Liabilities”).
Sale and Purchase of Equity Interests. On the Closing Date, subject to the other terms and conditions of this Agreement, each Seller shall sell, transfer, assign and convey to Exchangeco, and Exchangeco shall purchase, good and marketable right, title and interest in and to all of the Equity Interests, owned beneficially and of record by each Seller, as more specifically set forth on Schedule 3.4.1, free and clear of any Encumbrances, other than as set forth in the constating or governing documents of WCG (which such Encumbrances shall be waived by Sellers in connection with the Transaction to transfer good and marketable right, title and interest in an to all Equity Interests to Exchangeco) all of which Equity Interests constitute all of the Equity Interests of WCG.
Sale and Purchase of Equity Interests. On the applicable Transfer Date, upon and subject to the terms and conditions set forth in this Agreement, including the satisfaction of the conditions precedent with respect to the Transfer of the Equity Interests set forth in Section 9.01 and Section 10.01, the applicable BI Seller will sell, assign and transfer to the applicable BI Purchaser and the applicable BI Purchaser agrees to purchase, accept and assume from each BI Seller, the Equity Interests in a Transferred Entity then owned by such BI Seller (and, in the case of each of the Leasing Intermediary Aircraft, the applicable Leasing Intermediary), in each case, free and clear from any and all Liens other than Purchaser Encumbrances. In consideration of the Transfer of such Equity Interests, the applicable BI Purchaser will pay the Beneficial Interest Purchase Price of such Equity Interests to the BI Seller thereof, as provided in Article IV. In addition, on such Transfer Date, each BI Seller shall assign, transfer and deliver to the applicable BI Purchaser (i) any Security Deposit in respect of the applicable BI Aircraft, (ii) any Maintenance Reserve Transfer Amounts in respect of such BI Aircraft and (iii) any other TE Contract associated with such BI Aircraft, in each case, free and clear from any and all Liens other than Purchaser Encumbrances (but only to the extent that any of the items listed in clause (iii) of this Section 2.02 are not held in the name of the relevant Transferred Entity).
Sale and Purchase of Equity Interests. Upon the terms and subject to the conditions contained herein, the Seller Parent sells to Draka Holdings and the Seller sells to Draka Mexico, and the Draka Holdings purchases from the Seller Parent and Draka Mexico purchases from the Seller, the Equity Interests.
Sale and Purchase of Equity Interests. On the terms and subject to the conditions of this Agreement, at Closing, Saucony will sell, grant, convey, assign, deliver and transfer to Buyer, and Buyer will purchase and accept from Saucony, all of the issued and outstanding Equity Interests of each Acquired Company (collectively, the “Interests”), free and Purchase Agreement clear of any Encumbrances (other than transfer restrictions arising under the Securities Act and other applicable securities Laws).
Sale and Purchase of Equity Interests. At the Closing, the Selling Holders shall sell, assign, transfer and deliver the Equity Interests to the Purchaser, the Purchaser shall purchase the Equity Interests from the Selling Holders, for the right to receive the cash consideration specified in Section 1.3 as provided in Sections 1.4, 1.6 and 9.4(b), in each case on the terms and subject to the conditions set forth in this Agreement, and the Company shall cause the books and records of the Company to reflect such sale, assignment and transfer.
