Sale and Transfer of Shares Closing. Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:
Sale and Transfer of Shares Closing. 4 2.1 Purchase and Sale of Shares......................................... 4
Sale and Transfer of Shares Closing. 1 SHARES. Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers.
Sale and Transfer of Shares Closing. 13 2.1 SHARES.........................................................................................13 2.2
Sale and Transfer of Shares Closing. 9 Section 2.1 Shares . . . . . . . . . . . . . . . . . . . . . . . . . .9 Section 2.2
Sale and Transfer of Shares Closing. 1.1 Sale and Purchase of Company Common Shares. Upon the terms and subject to the conditions of this Agreement and on the basis of the representations, warranties and covenants contained herein, at the Closing, each Seller shall sell to Buyer the number of shares (the "Company Common Shares") of the Company common stock, par value 1.00 GBP per share, (the "Company Common Stock") set forth next to such Seller's name on Exhibit "A" annexed hereto, which Company Common Shares in the aggregate represent all of the issued and outstanding shares of capital stock of the Company, free and clear of all Liens, and Buyer shall purchase all such Company Shares.
Sale and Transfer of Shares Closing. 10 Section 2.1 Shares 10 Section 2.2 Purchase Price 10 Section 2.3 Closing 10 Section 2.4 Closing Obligations 10 Section 2.5 Adjustment Amount and Payment 11 Section 2.6 Adjustment Procedure 12
Sale and Transfer of Shares Closing. 5 2.1. Basic Transaction................................................5 2.2.
Sale and Transfer of Shares Closing. 11 Section 2.01 Purchase and Sale of Company Shares and Company Stock Derivatives. 11 Section 2.02 Executed Stock Powers. 11 Section 2.03 Purchase Price. 12 Section 2.04 Payment of Purchase Price. 12 Section 2.05 Closing. 13 Section 2.06 Closing Deliverables. 13 Section 2.07 Exemption from Registration. 13 Section 2.08 Stock Registration Rights. 13 Section 2.09 Further Assurances; Post-Closing Cooperation. 13
Sale and Transfer of Shares Closing. Delivery of Estimate; Calculation of Initial Adjustment Amount Not later than two (2) business days prior to the Closing Date, the Acquired Companies shall deliver to Buyer a certificate (the “Initial Payment Certificate”) setting forth (i) a good faith estimate of the Net Working Capital as of 11:59 p.m. Tampa, Florida time on the day immediately preceding the Closing Date (such estimate is referred to as the “Estimated Net Working Capital”), (ii) the Indebtedness Payoff Amount, (iii) the Sellers’ Expenses, and (iv) the Sale Bonus Payments.
