Sale and Purchase of the Subject Shares Sample Clauses

Sale and Purchase of the Subject Shares. (a) Subject to the satisfaction or waiver of the conditions contained in Section 5 of this Agreement, at the Closing (as defined below), the Seller will sell, assign and transfer to the Purchaser, and the Purchaser will purchase from the Seller, the Subject Shares and all of the Seller’s right, title and interest in and to the Subject Shares.
Sample 1
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Sale and Purchase of the Subject Shares. On the terms and subject to the conditions of this Agreement, including the restriction on transferring the Subject Shares set forth in Article 6.2 (Share Transfer Restrictions), the Sellers respectively agree to sell and the Purchaser agrees to purchase at the Closing the Subject Shares free from all Encumbrances and together with all rights attaching thereto under the Governing Law.
Sample 1
Sale and Purchase of the Subject Shares. 2.1 Subject to and in accordance with the terms and conditions of this Agreement, the Sellers shall with full title guarantee sell, transfer and assign to the Purchaser, and Purchaser shall purchase from the Sellers, the Subject Shares, and thus obtain all the rights and interests of the Sellers in and to the Subject Shares free from any encumbrance (including without limitation, liens, pledges, claims and other security).
Sample 1
Sale and Purchase of the Subject Shares. 2.1 Subject to and in accordance with the terms and conditions of this Agreement, the Buyer agrees to buy and the Seller agrees to sell the Subject Shares as beneficial owner free of any Encumbrance.
Sample 1
Sale and Purchase of the Subject Shares. On the terms and subject to the conditions set forth in this Agreement and based on the warranties and representations herein contained, the Calipuy Shareholders hereby sell, transfer, convey, assign and deliver to Element79, free and clear of all Encumbrances, and Element79 hereby purchases, acquires and accepts from each of the Calipuy Shareholders, the number of Subject Shares as summarized in Schedule “A”, (which Subject Shares will represent all of the issued and outstanding Calipuy Shares and securities of Calipuy on Closing), in consideration for the issuance of (i) the number of Consideration Shares summarized in Schedule “A” (being in aggregate, 19,165,486 Element79 Shares issued to the Calipuy Shareholders) at a deemed price of $1.00 per share, and (ii) Performance Bonus Warrants as described in subsection 2.2 hereof.
Sample 1
Sale and Purchase of the Subject Shares 
Sample 1

Related to Sale and Purchase of the Subject Shares

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

  • Purchase of the Shares (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $[●] (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Sale and Purchase of the Securities Upon the terms and subject to the conditions set forth in this Agreement and on the basis of the representations, warranties, covenants, agreements, undertakings and obligations contained herein, at the Closing (as defined in Section 2.1 hereof), Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, the Securities, free and clear of any and all Liens (as defined in Section 8.11 hereof), for the consideration specified in this Article 1.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and acquire from the Sellers, free and clear of all Liens other than Permitted Exceptions, all right, title and interest of the Sellers in and to all of their respective properties, assets, Contracts and rights, of every kind and description and wherever located, related to, used in or intended for use in connection with the Business as currently conducted or currently contemplated to be conducted, other than the Excluded Assets (collectively, the “Purchased Assets”), including without limitation the following:

  • Sale and Purchase of Stock 1.1 Subject to the terms, provisions and conditions set forth herein, Seller hereby sells and delivers to Purchaser, and Purchaser hereby purchases and receives from Seller, the Shares, in exchange for the purchase price set forth hereinafter. Purchaser hereby acknowledges receipt of one or more stock certificates representing the Shares, duly endorsed or accompanied by duly executed stock transfer form.

  • Sale and Purchase of Assets (a) The Manager shall, in accordance with instructions from the Board, supervise the sale and purchase of assets on the Company’s behalf including the completion of such transactions.

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