Sale of the Business. Subject to the terms and conditions of this agreement, on the Completion Date the Vendor shall sell and the Purchaser shall purchase the Business Assets and the Purchaser shall assume the Business Liabilities.
Sale of the Business. The seller sells, transfers and cedes to the purchaser as an indivisible whole and as a going concern with effect from the effective date from which date the risk in and benefit of the business shall vest in the purchaser, the business comprising -
Sale of the Business. 2.1.1. Subject to the terms and conditions of this Agreement the Seller hereby contributes to the Purchasers and the Purchasers hereby accept or assume (as the case may be), as a going concern, from the Seller, the economic ownership of the Business with the effect as of the signing date of this Agreement (the Effective Date), whereby:
Sale of the Business. 2.1 Subject to the terms and conditions of this Agreement the Seller hereby agrees to contribute to the Purchaser and the Purchaser hereby agrees to accept from the Seller the Business.
Sale of the Business. In the event that the Foretold, LLC sells substantially controlling interest of its assets or the Shareholder sells substantially controlling interest of his shares in Foretold, LLC prior to the fulfillment of this Royalty Fee Agreement, Foretold, LLC shall pay the Loan Investor within 10 business days the remainder of the fee due the Loan Investor, bringing the total Royalty Fee amount to equal to the maximum Royalty Fee as described in section 1.1 above. The payment due under this section shall be payable by Foretold, LLC at the time it sells its assets or the time the Shareholder sells his shares. Upon payment of the amount due under this section, the obligation of the Company to pay the Royalty Fee to the Investor shall be fulfilled.
Sale of the Business. (a) Unless both DBCP and Behrman disagree, DBCP and Behrman shall cause the Board to call a spxxxxx xeeting of Stockholdexx xx xe held on August 30, 2006 or to distribute a written consent in lieu of a meeting for the purpose of effecting a Sale of the Business, and each Stockholder agrees to vote all of its shares of Common Stock and Preferred Stock at such special meeting of Stockholders or by written consent in lieu of a meeting and shall sell the "pro rata portion" of its Equity Securities in connection with such Sale of the Business. In order to effect the foregoing covenant, each other Stockholder hereby grants to DBCP (if DBCP initially voted in favor of calling such special meeting of Stockholders to effect such Sale of the Business) or, as the case may be, Behrman (if DBCP did not initially vote in favor of calling such specxxx xxxting of Stockholders to effect such Sale of the Business and Behrman voted in favor of calling such special meeting of Stockholderx xx xxfect such Sale of the Business) with respect to all of such Stockholder's shares of Common Stock and Preferred Stock an irrevocable proxy (which is deemed to be coupled with an interest) for the term of this Agreement with respect to any stockholder vote or action by written consent solely to effect such Sale of the Business in compliance with this Section 2.6.
Sale of the Business. Notwithstanding Section 3 of this Agreement, upon the closing of a Sale of the Business, all of the Restricted Shares shall become immediately vested and unrestricted.
Sale of the Business. (a) On the terms and subject to the conditions set forth in this Agreement, Seller shall, or shall cause certain members of the Seller Group to, sell, transfer, convey, assign and deliver to Purchaser or such Purchaser Designee as Purchaser may direct and Purchaser agrees to, or to cause a Purchaser Designee to, purchase, assume and accept from Seller or certain members of the Seller Group, free and clear of all Encumbrances (as defined below), except for Permitted Liens (as defined in Section 5.1(c)(ii)), all of its title and interest in and to, all of the shares of capital stock and other ownership interests of the Target Subsidiaries as set out in Schedule 1.1(a)(i), together with the Target Assets.
Sale of the Business. 2.3.1 There shall be included in the sale of the Business under this Agreement or, where relevant, the Local Transfer Documents, free from Encumbrances:
Sale of the Business. 2.1 Subject to the terms of this Agreement, the Vendor shall sell with full title guarantee, free from all Encumbrances, and the Purchaser shall purchase as a going concern as at and with effect from the Effective Date, the Business and the Assets comprising:
