Sale and Transfer of Stock. Subject to and upon the terms and conditions of this Agreement, at the Closing, Sellers shall sell, convey, assign and transfer, and deliver to Purchaser, and Purchaser shall purchase from Sellers, all of the Shares, free and clear of all Liens (as defined below) (the "Share Purchase").
Sale and Transfer of Stock. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase from Seller, the stock (“Stock”) of Seller related to Seller’s business share in Union Imaging Associates, Inc.
Sale and Transfer of Stock. The Seller shall sell, transfer and convey to the Buyer and the Buyer shall purchase and acquire from the Seller 80% of the authorized, issued and outstanding common shares of the Corporation consisting of_____ shares (the "Shares").
Sale and Transfer of Stock. The execution of this Agreement shall operate as an effective sale and transfer of the Stock contemplated herein effective as of the Closing Date and Buyer shall be treated by the transfer agent of the Company for all purposes as the record holder of the Stock on that date with all the attendant rights and privileges thereof as of the Closing Date whether or not the original stock certificates are surrendered as of that date. Seller agrees to surrender all stock certificates evidencing its ownership of the Stock to the transfer agent of the Company as soon as possible but in any event within ten (10) business days of the Closing Date, and to execute any documents of transfer or take any other actions for the transfer as required by the transfer agent of the Company. The transfer agent’s contact information is Transfer Online, Attn: Xxxxx Xxxxxx, 000 XX Xxxxx Street, 2nd Floor, Portland, Oregon, United States 97204.
Sale and Transfer of Stock. Subject to the terms and conditions of this Agreement, the Stockholder agrees to sell, convey and deliver to SmarTalk, and SmarTalk agrees to purchase and accept at each Closing (as hereinafter defined) from the Stockholder, the Shares.
Sale and Transfer of Stock. Upon the terms and subject to the conditions of this Agreement, the Sellers hereby agree to sell, assign, convey, transfer and deliver on the Closing Date (as hereinafter defined) to the Purchaser 100 shares of the Common Stock, representing 100% of BarPoint's issued and outstanding common stock in consideration of the payment by the Purchaser of the Purchase Price (as hereinafter defined) for the Common Stock. On the Closing Date, the Sellers shall convey to the Purchaser the Common Stock free and clear of all liens, claims, encumbrances, charges, restrictions or rights of others.
Sale and Transfer of Stock. On the terms and subject to the conditions of this Agreement, on the Closing Time (as defined in Section 1.3(a)), Xxxxxx shall sell, convey, assign, transfer and deliver to Celestica Ontario, and Celestica Ontario shall purchase and acquire from Xxxxxx, free and clear of any Security Interest, the Stock.
Sale and Transfer of Stock. Upon the terms and subject to the conditions of this Agreement, the Sellers hereby agree to sell, assign, convey, transfer and deliver on the Closing Date (as hereinafter defined) to the Purchaser 160 shares, of the Company Common Stock, representing 80% of the Company's issued and outstanding common stock (the "Purchased Shares"), in consideration of the payment by the Purchaser of the Purchase Price (as hereinafter
Sale and Transfer of Stock. (i) On the terms and subject to the conditions of this Agreement and the Local Transfer Agreements, on the Closing Date (as defined in Section 1.3(a)), PKI shall, and shall cause each Stock Seller to, sell, convey, assign, transfer and deliver to Buyer and/or one or more Affiliates of Buyer as Buyer shall designate pursuant to Section 10.5 of this Agreement (the “Designated Affiliates”), and Buyer shall, or shall cause one or more of its Designated Affiliates to, purchase and acquire from each Stock Seller, the Stock owned by such Stock Seller.
Sale and Transfer of Stock. At the Closing, (a) each Shareholder will deliver, or cause to be delivered, to Purchaser the Common Certificate or Certificates evidencing the Company Common Stock owned by such Shareholder, duly endorsed or accompanied by a duly executed stock power assigning such Company Common Stock to Purchaser and otherwise in good form for transfer and (b) Purchaser will deliver to each Shareholder a promissory note of Purchaser in form and substance reasonably satisfactory to the Shareholder Representative and Purchaser, with a maturity date of two business days after the Closing Date (collectively, the "Purchase Price Notes"), secured by a first and prior lien on the Company Common Stock delivered to Purchaser by such Shareholder at the Closing and payable, on the maturity date, by (i) delivering to the Escrow Agent the portion of the Initial Shares equal to the total number of Initial Shares multiplied by a fraction (A) the numerator of which is the total number of shares of Company Common Stock owned by such Shareholder immediately before the Effective Time and (B) the denominator of which is the total number of shares of Company Common Stock issued and outstanding immediately before the Effective Time and (ii) paying cash in an amount equal to the product of (A) the number of shares of Company Common Stock owned by such Shareholder immediately before the Effective Time multiplied by (B) the quotient of the difference between (1) the Base Purchase Price and (2) the Holdback payable pursuant to the Holdback Note divided by the total number of shares of Company Common Stock issued and outstanding immediately before the Effective Time (the "Stock Purchase Consideration"). The Closing will not be consummated with respect to the Company Common Stock held by any Shareholder unless it is consummated with respect to all outstanding shares of Company Common Stock.
