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

Sale and Purchase of the Shares. Upon and subject to the terms and provisions of this Agreement, the Buyer shall purchase and accept delivery from the Sellers, and the Sellers shall sell, assign, transfer, and deliver to the Buyer, at the Closing, all of the Shares, free and clear of all Liens.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dynamics Research Corp), Stock Purchase Agreement (Dynamics Research Corp)

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Sale and Purchase of the Shares. Upon (a) On the terms and subject to the terms and provisions of conditions set forth in this Agreement, at the Buyer shall purchase and accept delivery from the SellersClosing referred to in Section 2.1 hereof, and the Sellers shall sell, convey, assign, transfer, transfer and deliver to the Buyer, at and the ClosingBuyer shall purchase, all of acquire and accept delivery of, the Shares, free and clear of any and all Liens, except for Permitted Liens and restrictions on transfer under applicable Legal Requirements.

Appears in 2 contracts

Samples: Employment Agreement (McMahon Brian P), Employment Agreement (FTE Networks, Inc.)

Sale and Purchase of the Shares. Upon and subject Subject to the terms and provisions conditions of this Agreement, at the Buyer shall purchase and accept delivery from the SellersClosing, and the Sellers Seller shall sell, assign, transfer, transfer and deliver to the Buyer, at the Closingand Buyer shall purchase and take delivery of, all of the Shares, free and clear of all LiensEncumbrances.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Patheon Inc)

Sale and Purchase of the Shares. Upon the terms and subject to the terms conditions set forth herein and provisions on the basis of this Agreementthe representations, the Buyer shall purchase warranties, covenants and accept delivery from the Sellers, and the Sellers shall sell, assign, transfer, and deliver to the Buyeragreements contained herein, at the Closing, all each of the SharesSellers shall sell to the Buyer, and the Buyer will purchase from each Seller, the Shares owned by such Seller, free and clear of all any Liens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Heritage Insurance Holdings, Inc.)

Sale and Purchase of the Shares. Upon the terms and subject to the terms and provisions of conditions set forth in this Agreement, the Buyer shall purchase and accept delivery from the Sellers, and the Sellers shall sell, assign, transfer, and deliver to the Buyer, at the Closing, all of Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase and accept from Seller, the Shares, free and clear of all Liens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Kraton Performance Polymers, Inc.)

Sale and Purchase of the Shares. Upon On the terms and subject to the terms and provisions of conditions contained in this Agreement, the Buyer shall purchase and accept delivery from the Sellers, and the Sellers shall sell, assign, transfer, and deliver to the Buyer, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase from Sellers, all of Sellers’ rights, title, and interests in and to the Shares, free and clear of all Liensany Lien (other than restrictions on transfer imposed under applicable securities Laws), in exchange for the Consideration, as may be adjusted pursuant to ARTICLE II.

Appears in 1 contract

Samples: Stock Purchase Agreement (Proficient Auto Logistics, Inc)

Sale and Purchase of the Shares. Upon and subject to the terms and provisions of this Agreement, the Buyer shall purchase and accept delivery from the Sellers, and the Sellers shall sell, assign, transfer, and deliver to the Buyer, at on the ClosingClosing Date, all of the Shares, free and clear of all LiensLiens other than those imposed by applicable securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (NCI, Inc.)

Sale and Purchase of the Shares. Upon and subject Subject to the terms and provisions conditions of this Agreement, at the Buyer shall purchase and accept delivery from "Closing" (as defined herein), the Sellers, and the Sellers Shareholders shall sell, assign, transfer, convey and deliver to the Buyer, at the Closingand Buyer shall purchase and accept from Shareholders, all of the Shares, free in the manner and clear of all Liensfor the consideration set forth in this Article .

Appears in 1 contract

Samples: Stock Purchase Agreement (Osage Systems Group Inc)

Sale and Purchase of the Shares. Upon On the terms and subject to the terms and provisions of conditions contained in this Agreement, the Buyer shall purchase and accept delivery from the Sellers, and the Sellers shall sell, assign, transfer, and deliver to the Buyer, at the Closing, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title, and interest in and to the Shares, free and clear of all Liensany Lien (other than restrictions on transfer imposed under applicable securities Laws), in exchange for the Consideration, as may be adjusted pursuant to ARTICLE II.

Appears in 1 contract

Samples: Stock Purchase Agreement (Proficient Auto Logistics, Inc)

Sale and Purchase of the Shares. (a) Upon the terms and subject to the terms and provisions of conditions set forth in this Agreement, the Buyer shall purchase and accept delivery from the Sellers, and the Sellers shall sell, assign, transfer, and deliver to the Buyer, at the Closing, each Seller shall sell, transfer, convey, assign and deliver to Buyer (or to a designee of Buyer), and Buyer (or a designee of a Buyer) shall purchase and acquire from each Seller, all of the Sharesrights, title and interest in, to and under the Shares owned by such Seller as set forth on Schedule A and Schedule B, as applicable, free and clear of all Liens.

Appears in 1 contract

Samples: Securities Purchase Agreement (Duane Reade Holdings Inc)

Sale and Purchase of the Shares. Upon (a) On the terms and subject to the terms and provisions of conditions set forth in this Agreement, at the Buyer shall purchase and accept delivery from the SellersClosing referred to in Section 2.1 hereof, and the Sellers shall sell, convey, assign, transfer, transfer and deliver to the Buyer, at the Closingand Buyer shall purchase, all of acquire and accept delivery of, the Shares, free and clear of any and all Liens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Forward Air Corp)

Sale and Purchase of the Shares. Upon On the terms and subject to the terms and provisions of conditions contained in this Agreement, the Buyer shall purchase and accept delivery from the Sellers, and the Sellers shall sell, assign, transfer, and deliver to the Buyer, at the Closing, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title, and interest in the Shares, free and clear of all any Lien (other than Permitted Liens), in exchange for the payment by Purchaser of the Purchase Price to Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Distribution Solutions Group, Inc.)

Sale and Purchase of the Shares. Upon On the terms and subject to the terms and provisions of conditions contained in this Agreement, the Buyer shall purchase and accept delivery from the Sellers, and the Sellers shall sell, assign, transfer, and deliver to the Buyer, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase from Sellers, all of Sellers’ right, title, and interest in and to the Shares, free and clear of all Liensany Lien (other than restrictions on transfer imposed under applicable securities Laws), in exchange for the Consideration, as it may be adjusted pursuant to ARTICLE II.

Appears in 1 contract

Samples: Stock Purchase Agreement (Proficient Auto Logistics, Inc)

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Sale and Purchase of the Shares. Upon (a) On the terms and subject to the terms and provisions conditions of this Agreement, on the Closing Date, the Sellers shall sell to the Buyer, and the Buyer shall purchase and accept delivery from the Sellers, the Shares free from all Encumbrances together with all rights and the Sellers shall sell, assign, transfer, and deliver benefits attaching or accruing to the Buyer, such Shares at the Closing, all of the Shares, free and clear of all Liens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Exide Corp)

Sale and Purchase of the Shares. Upon (a) On the terms and subject to the terms and provisions conditions of this Agreement, on the Buyer shall purchase and accept delivery from Closing Date, the Sellers, and the Sellers Seller shall sell, transfer, assign, transfer, convey and deliver to the Buyer, at and the ClosingBuyer shall purchase from the Seller, all of the Shares, Shares free and clear of from all LiensEncumbrances together with all rights and benefits attaching or accruing to such Shares at Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Exide Corp)

Sale and Purchase of the Shares. Upon and subject Subject to the terms and provisions conditions of this Agreement, at the Buyer shall purchase and accept delivery from the Sellers"Closing" (as defined herein), and the Sellers Shareholder shall sell, assign, transfer, convey and deliver to the Buyer, at the Closingand Buyer shall purchase and accept from Shareholder, all of the Shares, free in the manner and clear of all Liensfor the consideration set forth in this Article .

Appears in 1 contract

Samples: Stock Purchase Agreement (Osage Systems Group Inc)

Sale and Purchase of the Shares. Upon On the terms and subject to the terms and provisions of conditions set forth in this Agreement, the Buyer shall purchase and accept delivery from the Sellers, and the Sellers shall sell, assign, transfer, and deliver to the Buyer, at the Closing, all of the SharesSeller shall sell to the Purchaser, and Purchaser shall purchase from the Seller, the Shares free and clear of all Liensliens except for any restrictions on transfer under federal and state securities laws or those relating to the Purchaser.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dubai World)

Sale and Purchase of the Shares. Upon 2.1 On the terms and subject to the terms and provisions of conditions set out in this Agreement, at Completion the Buyer Seller shall purchase and accept delivery from the Sellerssell, and the Sellers Purchaser shall sellpurchase, assign, transfer, the entire legal and deliver to the Buyer, at the Closing, all of beneficial ownership in the Shares, free and clear of all Liens.

Appears in 1 contract

Samples: Share Purchase Agreement (Mbia Inc)

Sale and Purchase of the Shares. Upon Subject to and subject to in accordance with the terms and provisions of conditions set forth in this Agreement, at the Buyer shall purchase and accept delivery from the Sellers, and Closing each of the Sellers shall sell, assignconvey, transfer, assign and deliver to the Buyer, at and the ClosingBuyer shall purchase and acquire from each Seller, all of such Seller’s right, title and interest in and to the Shares, free and clear of all Liens.Shares set forth opposite such Seller’s name on Exhibit C.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mattress Firm Holding Corp.)

Sale and Purchase of the Shares. 2.1 Upon the terms and subject to the terms and provisions of conditions set out in this Agreement, the Sellers shall sell and transfer the Shares to the Buyer and the Buyer shall purchase and accept delivery receive the Shares from the Sellers, and the Sellers shall sell, assign, transfer, and deliver to the Buyer, at on the Closing, all of the Shares, free and clear of all Liens.

Appears in 1 contract

Samples: Share Purchase Agreement (NaaS Technology Inc.)

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