Sale and Purchase of the Common Stock Sample Clauses

Sale and Purchase of the Common Stock. At the Closing, subject to all of the terms and conditions of this Agreement, including the satisfaction or waiver of the conditions set forth in Sections 5.01 and 5.02, and in reliance upon the representations, warranties, covenants and agreements of the parties set forth herein, the Company shall sell to Purchasers, and Purchasers shall purchase from the Company, that number of shares of Common Stock (which shall be a whole number of shares) equal to the Minimum Shares for an aggregate purchase price equal to such number of shares of Common Stock to be purchased multiplied by the Closing Share Price.
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Sale and Purchase of the Common Stock. Subject to all terms and conditions of this Agreement and effective upon receipt by Sellers of the Purchase Price (as defined below), Sellers hereby irrevocably sell and transfer to Buyer all of Sellers' right, title, and interest in and to the Common Stock, free and clear of all liens and encumbrances of any nature whatsoever, other than applicable registration requirements under federal and state securities laws with respect to the resale of the Common Stock. The sale of the Common Stock is without any representation or warranty, express or implied, except as expressly set forth in this Agreement. Sellers will deliver to Buyer certificates representing the Common Stock, duly registered in the name of Buyer with all signatures guaranteed. Sellers will pay any transfer taxes required to be paid in connection with the transfer of the Common Stock.
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Sale and Purchase of the Common Stock. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this stock purchase agreement (the "Agreement"), the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, 1,538,462 shares of its Common Stock at a price of $6.50 per share.
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Sale and Purchase of the Common Stock. (a) Upon the terms and subject to the conditions set forth in this Agreement (including the adjustments provided for in this Article I), at the Closing, Seller shall sell to Buyer all of the Purchased Shares free and clear of all Liens, and, in consideration of the aforesaid sale, Buyer shall pay to Seller an amount equal to $375,000,000 (three hundred seventy-five million dollars) (the “Base Purchase Price”) plus the additional Contingent Payment, the Subsequent Payment and the Additional Payment provided for in Article II. The Base Purchase Price shall be comprised of $325,000,000 (three hundred twenty-five million dollars) in cash and $50,000,000 (fifty million dollars) in Buyer Parent Stock and shall be subject to adjustment as provided in this Article I. (b) The Base Purchase Price payable to Seller at the Closing shall be subject to reduction by the sum of the following: (i) the product of (A) the amount, if any, by which the Base Revenue Run-Rate attributable to the accounts of Clients that are Mutual Funds sponsored by SSR&M or Seller (“Mutual Fund Clients”) exceeds the Closing Revenue Run-Rate attributable to the accounts of such Mutual Fund Clients and (B) the Applicable Multiple with respect to such Mutual Fund Clients; (ii) the product of (A) the amount, if any, by which the Base Revenue Run-Rate attributable to the accounts of Clients other than Mutual Fund Clients and Realty Clients (“Other Clients”) exceeds the Closing Revenue Run-Rate attributable to the accounts of such Other Clients and (B) the Applicable Multiple with respect to such Other Clients; (iii) the product of (A) the amount, if any, by which the Base Revenue Run-Rate attributable to the accounts of Clients of SSRA or one of its Subsidiaries (“Realty Clients”) exceeds the Closing Revenue Run-Rate attributable to the accounts of such Realty Clients and (B) the Applicable Multiple with respect to such Realty Clients; and (iv) an amount, if any, equal to the greater of (A) the Estimated Stockholders’ Equity Adjustment and (B) the Estimated Working Capital Adjustment. The Base Purchase Price as adjusted pursuant to this subsection (b) is referred to as the “Estimated Adjusted Purchase Price.”
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Sale and Purchase of the Common Stock. At the Closing, subject to all of the terms and conditions of this Agreement, including the satisfaction or waiver of the conditions set forth in Sections 5.01 and 5.02, and in reliance upon the representations, warranties, covenants and agreements of the parties set forth herein, the Company shall sell to Purchaser, and Purchaser shall purchase from the Company, the Shares for a purchase price equal to $9,316,230.
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Sale and Purchase of the Common Stock. At the Closing (as defined herein), subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, Purchaser agrees to purchase at the Closing and the Seller agrees to sell and deliver to Purchaser at the Closing, the Common Stock in exchange for the Purchase Price as hereinafter defined.
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Sale and Purchase of the Common Stock 
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Related to Sale and Purchase of the Common Stock

  • 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 Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendor shall sell as beneficial owner and the Purchaser shall purchase the Sale Shares with effect from Completion free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof on or after the date of Completion.

  • Sale and Purchase of Stock 10 2.1. Sale and Purchase of Stock, Etc.......................................................10 2.2. Deposit...............................................................................10 2.3.

  • PURCHASE OF COMMON STOCK Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows: